Victory Capital clarifies ‘clearly superior proposal’ to buy Janus Henderson

Victory Capital Holdings (VCTR) set the record straight on the actionability of its clearly superior proposal to acquire Janus Henderson Group (JHG). It stated, in part, “Victory Capital has put forward a proposal in which Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned which provides full value for Janus Henderson today plus 31% ownership in a stronger, more competitive asset management platform. This proposal represents total consideration of $57.05 per Janus Henderson share. In contrast, Trian is attempting to purchase Janus Henderson at $49.00 per share. That might be attractive to Trian, but it represents a lost opportunity for Janus Henderson shareholders, especially in light of Victory Capital’s proposal. The clearly superior nature of Victory Capital’s proposal was underscored in analysis conducted by Janus Henderson’s own financial advisor, which clearly demonstrates the upside potential of Victory Capital’s proposal through pro forma value creation and increased share price across 34 of 36 potential scenarios identified by Janus Henderson’s advisor even prior to Victory Capital’s current improved proposal.”