No Victory Here: Janus Henderson Board Turns Down Proposal

The board of directors of asset manager Janus Henderson rejected an acquisition offer from Victory Capital in favor of an earlier offer it had received from Nelson Peltz’s Trian Fund Management and venture capital firm General Catalyst.

According to a Janus Henderson statement, “the Victory Proposal is not in the best interests of Janus Henderson and its stakeholders, including its shareholders, clients and employees, and is not actionable because it presents significant consummation risk and uncertain value.”

In December 2025, Trian and General Catalyst finalized a deal to acquire Janus Henderson for $7.4 billion, following an October report that the two firms were eyeing an acquisition of the asset manager.

Last month, Victory Capital made public a separate offer to acquire Janus Henderson for $8.6 billion, noting that it had made two prior proposals to the board of Janus Henderson in late 2025 that were rejected.

Janus Henderson noted that its clients indicated they would have “significant reservations” about maintaining their relationships with the firm if it entered into a transaction with Victory Capital. To complete a transaction, Janus Henderson would need to obtain the consent of clients representing at least 75% of Janus’ revenue run rate. “Based on this feedback, the special committee has serious concerns that the requisite client consents may not be obtained,” according to the Janus Henderson statement.

The asset manager also noted its shareholders might not approve of a deal with Victory Capital. With two-thirds of shareholder votes cast at a shareholder meeting required for approval and with Trian holding 20.7% of Janus Henderson shares, Janus Henderson noted that a deal with Victory would require support from about 90% of the remaining votes, based on the average proportion of shares voted at recent shareholder meetings.

Janus Henderson also noted it had concerns about Victory Capital’s own shareholders approving a deal. Since Victory announced its deal for Janus Henderson on February 26, its shares have fallen 14%, which could indicate that some shareholders oppose a deal, Janus Henderson said.

A Victory Capital spokesperson did not immediately respond to a request for comment.

“If Janus Henderson were to enter into a merger agreement providing for a transaction with Victory that fails to close, the Company would be gravely damaged,” reads the Janus Henderson statement.

The asset manager also criticized Victory Capital’s financing commitments, stated that Victory has not clarified its estimate of synergies between the two companies, and emphasized that Victory could not justify why a combined company stock would trade at Victory’s multiple.

“In contrast to the Victory Proposal, Janus Henderson’s binding Merger Agreement to be acquired by Trian and General Catalyst is an actionable transaction that offers certain value to shareholders with significantly less closing and execution risk than the Victory Proposal and is on track to be completed on its planned timeline in mid-2026,” Janus Henderson stated.