Victory Capital Holdings Inc. has submitted an unsolicited offer to acquire Janus Henderson Group PLC at $57.04 per share, representing a 37% premium to Janus Henderson's closing price prior to the announcement. The bid structure comprises $30 in cash and 0.350 Victory Capital shares for each Janus Henderson share held, implying an aggregate transaction value of approximately $16 billion for the combined entity.
The move comes after Janus Henderson's board previously endorsed a competing proposal from Trian Fund Management valued at $48.50 per share. Victory Capital's current offer stands 16% higher than the Trian bid. Victory Capital's leadership has publicly criticized Janus Henderson's Special Committee for declining to engage in substantive discussions regarding the proposal, asserting that the board's fiduciary obligations warrant consideration of alternative transaction structures.
Market reaction reflected divergent sentiment on the competing proposals. Janus Henderson shares appreciated 5.74% to $53.03, reaching a 52-week peak, suggesting investor optimism regarding potential bid competition. Conversely, Victory Capital shares declined 8.40%, potentially reflecting market concerns about execution risk or capital deployment associated with the proposed transaction. The enhanced offer now sets the stage for formal response from Janus Henderson's board regarding its assessment of Victory Capital's proposal relative to existing agreements and shareholder interests.