Victory Capital Sets the Record Straight on Janus Henderson Acquisition Bid

Key Points for Investors

• Victory Capital (NASDAQ: VCTR) has made a superior offer to acquire Janus Henderson (NYSE: JHG), proposing \$40.00 in cash plus a fixed exchange ratio of 0.250 Victory Capital shares for each Janus Henderson share, valuing the total consideration at \$57.05 per Janus Henderson share based on the March 20, 2026 closing price.
• The competing offer from Trian is \$49.00 per share, which Victory Capital argues represents a significant lost opportunity for Janus Henderson shareholders.
• Janus Henderson’s own financial advisor’s analysis indicates Victory Capital’s proposal would create more value in 34 out of 36 modeled scenarios, even before the latest improvement in Victory’s bid.
• Victory Capital claims the market is being flooded with misinformation, specifically around the actionability, client and employee sentiment, and ability to close the proposed transaction. They directly refute negative media and Special Committee statements, suggesting these are misleading and potentially self-serving.

Details of the Offer

• Victory Capital’s offer gives Janus Henderson shareholders a 31% stake in the combined, larger asset management platform.
• The proposal is fully financed, and Victory claims its financing commitments are robust, structured conservatively, and independent of synergy estimates.
• Victory Capital has a strong historical track record, delivering over 525% total shareholder return (TSR) since its IPO in February 2018, the highest in its peer group.
• The company has grown client assets from \$61 billion at IPO to \$327 billion, expanded annualized revenue to \$1.5 billion, and consistently increased dividends and share buybacks.
• Victory Capital has a diversified client base, with top U.S. wirehouses, regionals, private banks, retirement platforms, and custodial platforms as clients. International clients represent 18% of assets, spread across 60 countries.
• Victory Capital has achieved over 95% client consent in every acquisition as a public company, and precedent deals with comparable consent requirements have not failed.

Rebuttals to Concerns and Misinformation

• Client Consent: Victory Capital asserts it has never failed to attain required client consent in major deals, and claims about a “75% client consent threshold” being an obstacle are unfounded.
• Employee Attrition & Client Outflows: Victory Capital notes it has not been allowed detailed discussions with Janus Henderson stakeholders. It commits to retaining investment professionals, preserving investment autonomy, maintaining the Janus Henderson brand, and implementing lucrative retention programs.
• Synergies: Victory Capital targets \$575 million annual synergies, about 31% of Janus Henderson’s expense base, which it defends as in line with industry precedent. Morgan Stanley research corroborates that the synergy target is reasonable and typical for large asset manager mergers.
• Shareholder Approval: Victory Capital expects overwhelming support from Janus Henderson shareholders once they see the proposal, referencing precedent Jersey-incorporated company merger votes that have received over 95% approval from votes cast.
• Financing: Victory Capital claims its proposal is fully financed, and it has provided commitment papers, despite not yet having access to full due diligence or documents from Janus Henderson.

Potential Price-Sensitive Issues for Shareholders

• Relative Value of Offers: Victory Capital’s offer provides a 16%+ premium to Trian’s bid. If the Special Committee allows a vote or negotiation, this could drive Janus Henderson’s share price higher.
• Uncertainty from Misinformation/Process: Any delay or rejection of the Victory Capital proposal without proper stakeholder engagement could limit upside for Janus Henderson shareholders, and may impact share values if the market perceives the process as unfair or non-transparent.
• Victory Capital’s Track Record: Exceptional financial performance and increasing dividends could bolster confidence in the offer, potentially leading to a positive share price reaction for Victory Capital.
• Regulatory/Deal Risks: The deal is subject to client consents, regulatory approvals, and shareholder votes, any of which could delay, alter, or prevent the transaction, introducing volatility to both VCTR and JHG shares.
• Ongoing Shareholder Communication: Victory Capital emphasizes it has not been allowed to present to Janus Henderson’s Special Committee or stakeholders, a process issue that could affect perceptions of governance and fairness.

Financial Performance Highlights

• Victory Capital is the best-performing public traditional asset manager since 2018 (TSR 525%+), with the next best peer at 210% TSR.
• As of February 28, 2026, Victory Capital manages \$327.1 billion in assets for a global client base in over 60 countries.
• Quarterly revenue growth since IPO is 256%, quarterly adjusted EPS growth is 345%, and annualized EPS CAGR is 21%.
• The company has returned over \$1.2 billion to shareholders since IPO, through dividends and buybacks, with the dividend rising for five consecutive years.
• Record financial results were achieved in 2025 across total client assets, gross flows, revenue, EBITDA, net income, adjusted net income, adjusted EPS, cash flow, dividends, capital returns, and share price.

Next Steps and Investor Guidance

• Victory Capital is seeking engagement with the Janus Henderson Special Committee and stakeholders, and urges Janus Henderson shareholders to evaluate all proposals carefully.
• Shareholders of both companies should monitor SEC filings, as Victory Capital may file proxy materials, registration statements, or tender offer documents relating to the proposed transaction.
• Investors are encouraged to read all materials filed with the SEC regarding the transaction when available, as these will contain crucial information about the deal, potential risks, and key participants.

Contact Information

• Investors: Matthew Dennis, CFA, Chief of Staff & Director, Investor Relations, 216-898-2412, [email protected]
• Media: Andy Brimmer / Richard M. Goldman / Maggie Carangelo, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449, [email protected]
• Jessica Davila, Director, Global Communications, 210-694-9693, [email protected]

Disclaimer: This article is for informational purposes only and is not intended as investment advice or a solicitation to buy or sell securities. All forward-looking statements are subject to risks and uncertainties, including regulatory approvals, client consents, and shareholder votes which may affect the completion of the proposed transaction. Investors should review all SEC filings and consult with their own advisors before making investment decisions.

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