Victory Capital has withdrawn its bid to acquire Janus Henderson Group, citing a longstanding position that any transaction would require full support from Janus Henderson’s Special Committee and be reached through mutual agreement.
Last month, Victory Capital approached the special committee of Janus Henderson Group’s board with a buyout offer, in a challenge to a pending deal with Trian Fund Management.
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“While the Company is disappointed with the process run by the Special Committee, its admiration for the Janus Henderson business and its talented investment professionals remains unchanged”, Victory Capital said in a statement.
Meanwhile, Janus Henderson announced an amended acquisition agreement with Trian Fund Management and General Catalyst Group Management.
Under the new terms, the offer price to shareholders will rise to $52.00 per share in cash, up from the earlier proposal of $49 per share.
The revised figure represents a 25% premium on the company’s closing share price on 24 October 2025, the day before the initial Trian and General Catalyst proposal became public.
If regulatory approvals delay the completion of the deal beyond 30 June 2026, Janus Henderson will have the option to pay a dividend of $1.00 per share each quarter starting 1 July 2026 until closing.
According to Janus Henderson, “The revised agreement provides enhanced value to Janus Henderson shareholders and continues to provide the fastest path to closing and realization of certain, near-term value in an uncertain geopolitical and macroeconomic environment at a significant premium to Janus Henderson’s unaffected share price.”
The Special Committee of Janus Henderson’s Board determined that the Trian and General Catalyst proposal is the only actionable and feasible option.
Both the Special Committee and the full Board have given unanimous approval to the amended merger agreement.
The transaction is expected to close by mid-2026.
