Victory Capital makes $57.04 per share offer for Janus Henderson, trumps Trian

26th Feb 2026 14:46

(Sharecast News) - Shares of Janus Henderson shot higher on Thursday after Victory Capital offered to buy the asset manager in a deal with an enterprise value of about $16bn, trumping a previous offer from Trian Fund Management.

Under the terms of the proposal, Janus Henderson shareholders would receive $57.04 per share - $30.00 per share in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on the latter's closing price on Wednesday.

This represents a 37% premium to Janus Henderson's unaffected share price on 24 October, and a 16% premium to the currently contemplated transaction with Nelson Peltz's Trian, which had offered $49.00 per share.

Victory Capital said it strongly believes that its proposal constitutes a "company superior proposal" under the Trian merger agreement due to its higher value and minimal execution risk.

"Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital," it said.

Victoria Capital chairman and chief executive David C. Brown said: "We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organisations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike.

"Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long‑term upside through ownership of a stronger, more competitive organization. We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realisation, and growth, as recently demonstrated by our acquisition of Pioneer."

At 1555 GMT, Janus Henderson shares were up 5.5% at $59.92.