Victory Capital: committee continues to support deal with Trian

Janus Henderson Group’s board has reaffirmed its recommendation for shareholders to approve the pending $49-per-share buyout by Trian Fund Management and General Catalyst, rejecting Victory Capital’s unsolicited $57.44-per-share proposal as insufficiently actionable. Victory’s offer, announced on February 26, 2026, includes $30 in cash and 0.350 shares of Victory Capital, valuing the combined entity at approximately $16 billion. However, the board concluded that Victory’s proposal introduces “significant closing risk and uncertain value,” citing challenges in securing client consent.

The board highlighted that Victory’s proposal requires obtaining 75% client consent—a threshold complicated by client concerns over potential disruptions from Victory’s cost-cutting plans—and faces a high bar for shareholder approval under Jersey law, which demands two-thirds of votes cast. Additionally, Victory’s stock price has declined 14% since its proposal, raising questions about the long-term value.

In contrast, the Trian-led deal is backed by binding debt and equity commitments, with no reliance on Janus Henderson’s balance sheet, and includes a clear path to closing by mid-2026. The board also emphasized that Victory’s $500 million synergy estimate—exceeding Janus Henderson’s U.S. non-investment costs— could lead to operational disruptions.

Victory Capital maintains its proposal offers a 16% premium over the Trian deal and a 37% premium to Janus Henderson’s pre-bid share price. However, the board’s special committee, supported by Goldman Sachs and Wachtell, concluded the risks associated with Victory’s offer outweigh its potential benefits. Shareholders will vote on the Trian transaction on April 16, 2026.