Victory Capital Delivers $57 Per Share Bid for Janus Henderson, Challenges Trian Deal

Victory Capital Holdings has renewed its pursuit of Janus Henderson Group, submitting a fully financed offer to the firm’s Special Committee that it calls “clearly superior” to the pending combination with Trian Fund Management. 

Under the proposal, Janus Henderson investors would receive $57.04 per share, split between $30 in cash and 0.350 shares of Victory Capital common stock, representing a 37% premium to Janus Henderson’s unaffected price on October 24, 2025. The offer values the combined company at roughly $16 billion, with Janus Henderson shareholders owning about 38% of the merged entity. 

Victory Capital Chairman and CEO David C. Brown described the offer as a “best‑of‑both‑worlds” deal that provides both immediate value and exposure to future growth. “Our proposal is fully financed and delivers meaningful long‑term upside through ownership in a stronger, more competitive organization,” Brown said. 

Brown added that Victory Capital had “submitted multiple superior proposals” prior to Janus Henderson’s agreement with Trian, but that the Special Committee “declined any meaningful dialogue.” Victory Capital said it expects its offer to qualify as a “Company Superior Proposal” under the existing merger agreement terms.  

PJT Partners is advising Victory Capital, and Willkie Farr & Gallagher LLP is serving as legal counsel. 

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