Victory Capital files $57.04-per-share bid for Janus Henderson, says fully financed

Victory Capital filed an 8-K on Feb. 26 saying its unsolicited $57.04-per-share proposal for Janus Henderson is fully financed and is “clearly superior” to the pending transaction with Trian Fund Management. The total consideration of $57.04 equals $30.00 in cash plus 0.350 shares of Victory common stock per Janus Henderson share, with the fixed exchange ratio tied to Victory’s Feb. 25, 2026 closing price.

Victory said the proposal is financed by cash on hand and committed financing from two investment banks and contains no financing conditions, stating there are “no financing outs” and describing the transaction as carrying “minimal execution risk.” The filing and accompanying materials project pro forma gross leverage of 3.5 times 2025 EBITDA excluding synergies and estimate roughly $500 million of cost synergies driven by operational efficiencies and vendor consolidation.

Victory framed the deal as a “best-of-both-worlds” approach, saying Janus Henderson shareholders would receive upfront cash and retain approximately 38 percent ownership of the combined company. Using Feb. 25 closing prices, Victory estimated the combined enterprise value at about $16 billion. The bid was presented as roughly a 37 percent premium to Janus Henderson’s unaffected share price as of Oct. 24, 2025 and about a 16 percent premium to the transaction currently contemplated with Trian, which has been reported at $49.00 per share.

David C. Brown, chairman and chief executive of Victory Capital, said in the press release that the combination would create a “more competitive platform” and deliver “superior value for shareholders, employees and clients alike.” Brown added that the proposal “is fully financed and provides Janus Henderson shareholders with meaningful long-term upside through ownership of a stronger, more competitive organization” and cited Victory’s acquisition of Pioneer as an example of integration and value unlocking.

Victory’s filing highlighted several non-price contract and closing-term advantages it says favor its bid over Trian’s agreement. Those differences include a lower client consent closing condition - 75 percent under Victory versus 80 percent under the Trian agreement - a reduced termination fee of 3 percent versus 4 percent, elimination of any expense reimbursement obligation by Janus Henderson if shareholders reject the Victory deal, and what Victory described as full specific performance protection for Janus Henderson. Victory also pledged to preserve the Janus Henderson brand and retain its investment professionals.

Market reaction in reporting was mixed by feed: InvestingPro data cited by one source placed Janus Henderson at $50.15 with a market capitalization of $7.73 billion and a price-to-earnings ratio near 9.63, while an intraday quote published elsewhere showed shares up 5.5 percent at $59.92 at 1555 GMT. Victory tied its exchange ratio and combined company valuation to its Feb. 25 closing price.

PJT Partners is acting as financial adviser to Victory, with Willkie Farr & Gallagher LLP as legal counsel, according to the filing. Victory said it had earlier submitted proposals to Janus Henderson’s special committee in November and December 2025; Janus Henderson had announced an agreement with Trian on Dec. 22, 2025. Victory characterized its Feb. 26 filing as formal notice that its revisited unsolicited proposal is fully financed and constitutes a company-superior proposal under the existing Trian merger agreement.