Investment management company Janus Henderson announced Wednesday that its board has rejected Victory Capital’s acquisition bid, determining the proposal does not outweigh an existing agreement with Trian and General Catalyst.
Victory Capital, headquartered in San Antonio, publicly announced its $8.6 billion acquisition offer last month, creating competition for Janus Henderson after the company had already accepted a $7.4 billion purchase agreement from Nelson Peltz’s Trian alongside General Catalyst.
According to Janus Henderson, Victory’s current offer cannot move forward due to “significant closing risk and uncertain value.”
The investment firm highlighted multiple concerns, particularly the challenge of securing the necessary 75% client approval rate required to finalize Victory’s proposed transaction.
“Some of our most important clients told us they would have significant reservations about maintaining their relationships with us if we moved forward with Victory Capital,” stated Janus CEO Ali Dibadj in an internal communication.
Victory Capital responded by claiming Janus Henderson failed to “engage substantively” with their offer.
“The issues cited by the Special Committee to support its decision could be addressed through substantive engagement, and Victory Capital remains fully committed to pursuing this compelling opportunity,” the company stated.
Market performance reflected the decision Wednesday, with Janus Henderson shares declining 0.6% while Victory Capital gained approximately 1.6%. Both stocks remained unchanged in after-hours trading.
Janus Henderson expressed additional concerns about Victory’s efficiency goals, warning that the proposed cost-reduction measures could disrupt operations, cause key personnel departures, and compromise regulatory compliance standards.
“We would not expect another party to enter the discussions, as that too would likely need to drive significant cost savings,” commented TD Cowen analyst Bill Katz.
“Whether VCTR looks to sweeten the offer or alter the funding mix remains to be seen, but given the risks addressed by JHG’s special committee, its advisors and the board, it would seem difficult for such a combination to arise.”
Janus Henderson noted that Trian, which controls 20.7% of company shares, has confirmed its intention to oppose Victory’s proposal and encourage other shareholders to do the same.
The company also pointed out that Victory Capital has not agreed to cover the $297 million penalty fee that would result from terminating the existing Trian-General Catalyst agreement.
Janus Henderson maintained its support for the Trian-led transaction and urged shareholders to approve the deal during the scheduled April meeting.
