Victory Capital Moves to Outbid Trian for Janus Henderson

Victory Capital Holdings Inc. announced Thursday an $8.6 billion bid to acquire asset manager Janus Henderson, competing with a $7.4 billion deal from Trian Fund Management L.P. and General Catalyst Group Management LLC to acquire the manager.

Under the terms of the proposal, Janus Henderson shareholders would receive $57.04 per share. Victory Capital’s announcement, which called the deal “clearly superior” to Trian’s, stated that would be a 37% premium on Janus Henderson’s unaffected share price—as of October 24, 2025, before a deal with Trian was announced—and a 16% premium on Trian and General Catalyst’s bid of $49 per share.

Janus Henderson shareholders would own approximately 38% of the combined company, which would have an enterprise value of $16 billion.

According to Victory Capital’s statement, a combination of the two firms would build on its “highly successful track record” of acquiring and integrating investment firms. Victory Capital previously completed its acquisition of Amundi U.S. in April 2025, adding $119 billion in assets to its platform.

“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,” the announcement stated.

In December 2025, Janus Henderson agreed to a sale to Trian Funds, owned by Nelson Peltz, and General Catalyst, in a transaction expected to close in the middle of 2026. Under the terms of that deal, Janus Henderson would continue to be led by its management team, including CEO Ali Dibadj, and keep its main offices in London and Denver.

Victory Capital had made proposals to Janus Henderson in November and December 2025.

“Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue,” said David Brown, chairman of Victory Capital, in a statement. “The letter we sent to the special committee today should clear up any misperception concerning the strength of our proposal and ability to complete a transaction.”

Janus Henderson made several high-profile transactions in 2025. It took on management of Guardian Life Insurance Co. of America’s $45 billion investment-grade fixed-income portfolio last April. In September, insurance provider CNO Financial Group Inc. acquired a minority stake in private credit manager Victory Park Capital, which is owned by Janus Henderson but is unrelated to Victory Capital.

Victory Capital managed $323.2 billion in assets, as of January 31. Janus Henderson managed $484 billion, as of September 20, 2025.