Janus Henderson Group shares climbed 2.5% in pre-open trading on Tuesday following an updated takeover proposal from Victory Capital Holdings.
Victory Capital's revised offer provides $40.00 in cash for each Janus Henderson share plus a fixed exchange ratio of 0.250 shares of Victory Capital common stock per Janus Henderson share. Victory Capital noted that this exchange ratio would translate into a 31% ownership stake in the combined company.
The updated proposal raises the cash component by $10.00 per share relative to Victory Capital's prior bid. Using Victory Capital's closing share price as of Monday, the combined cash-and-stock consideration would total $56.84 per Janus Henderson share. That figure represents a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025.
Victory Capital characterized the revision as adding $1.2 billion of incremental aggregate consideration and said the offer is a 16% premium to the existing proposal from Trian.
On financing, Victory Capital stated the offer is fully financed and carries no financing contingency. The company said its committed financing does not depend on the complete realization of synergies and is founded on the credit profile and cash flow generation capacity of the combined business.
David C. Brown, Victory Capital's Chairman and Chief Executive Officer, said the enhanced proposal delivers meaningful upfront cash value to Janus Henderson shareholders while enabling them to retain substantial ownership in a stronger combined company positioned for long-term growth.
Addressing issues previously raised by Janus Henderson's Special Committee, Victory Capital pointed to client consent metrics from recent transactions, saying it has secured over 95% client consent in its most recent deals. The company manages $327 billion of assets and has an approximate market capitalization of $6 billion, according to the proposal filing.
The revised bid arrives while Janus Henderson is considering a transaction with Trian, an insider shareholder that holds two directors on Janus Henderson's board. Victory Capital urged the Special Committee to enter negotiations to pursue what Victory described as superior value for shareholders.
Note: The details above reflect the terms and statements presented in the proposal as disclosed by Victory Capital and the discussions referenced by Janus Henderson's Special Committee.