Victory Capital Holdings Inc. (NASDAQ: VCTR) criticized the special committee of Janus Henderson Group plc's (NYSE: JHG) board for rejecting its acquisition proposal without substantive engagement.

Victory Capital said the special committee's engagement consisted of only a single 32-minute conversation over four months since Victory Capital submitted its initial proposal in November 2025. The company stated the call was scheduled hastily at the end of the committee's review process, with no agenda provided and no advisors permitted.

The San Antonio-based asset manager claims its proposal is superior to Janus Henderson's existing agreement with Trian, which Victory Capital characterized as a transaction with a company insider. Victory Capital said it has fully committed financing from two global banks and remains committed to pursuing the acquisition.

Victory Capital manages $323.2 billion in total client assets as of January 31, 2026. The company said it intends to retain Janus Henderson's investment talent, maintain the brand and minimize disruption for clients and employees if the acquisition proceeds.

The company stated it has structured its proposal with a practical path to closing and is prepared to provide detailed execution planning when given the opportunity. Victory Capital expressed confidence that Janus Henderson shareholders would vote in favor of its transaction under Jersey law requirements.

PJT Partners serves as financial advisor to Victory Capital, with Willkie Farr & Gallagher LLP as legal advisor. The information is based on a Victory Capital press release statement.