Janus Henderson Group (NYSE:JHG) shares jumped 6.5% on Thursday after Victory Capital Holdings (NASDAQ:VCTR) presented a fully financed acquisition proposal that values Janus Henderson at $57.04 per share.
The proposed consideration would deliver $30.00 in cash plus 0.350 shares of Victory Capital common stock for each Janus Henderson share. Victory Capital said that structure represents a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025, and that the offer is roughly 16% higher than the value attached to Janus Henderson's contemplated transaction with Trian Fund Management.
Under the terms outlined by Victory Capital, Janus Henderson shareholders would hold about 38% of the combined entity on closing. Victory Capital estimated the total enterprise value of the pro forma company at approximately $16 billion.
Victory Capital emphasized that the proposal is fully financed and contains no financing conditions. The company also said the offer provides for full specific performance protection for Janus Henderson.
In contrast to provisions in the Trian agreement, Victory Capital lowered the client consent closing condition to 75% from 80% and reduced the termination fee to 3% from 4%. The bidder removed a prior requirement that Janus Henderson pay $111.42 million in expense reimbursements if shareholders did not approve the merger.
David C. Brown, Chairman and Chief Executive Officer of Victory Capital, pointed to the company's record of integrating acquisitions, citing the purchase of Pioneer as an example. Victory Capital said it expects about $500 million in cost synergies from the combination, primarily achieved through efficiencies in middle and back office operations and vendor consolidation.
Victory Capital asked Janus Henderson's Special Committee to review the proposal, asserting it qualifies as a "Company Superior Proposal" under the existing Trian merger agreement. PJT Partners is acting as financial advisor to Victory Capital and Willkie Farr & Gallagher is serving as legal advisor to the bidder.
The bid and the accompanying changes to closing conditions and fees alter the framework of competing proposals and set a timetable for Janus Henderson's Special Committee to assess whether this offer should be recommended to shareholders.