Victory Capital said its proposed acquisition of Janus Henderson would give Janus shareholders $40.00 in cash plus 0.250 Victory shares for each Janus share, a package it valued at $57.05 a share based on Victory’s March 20 closing price. Victory contrasted that with Trian’s $49.00-a-share approach.
The company said Janus Henderson’s own advisor had modeled 34 of 36 scenarios as favoring Victory’s proposal, even before Victory’s latest improved terms. Victory also said it has already achieved more than 95% client consent in each of its acquisitions as a public company, and that it has never seen a public-company transaction of material size fail because of a consent condition.
Victory pointed to its scale in support of the deal: about 150,000 financial advisors use its products, more than 460 institutional mandates span more than 425 clients, and 18% of total client assets come from international clients in 60 countries.
On financing, Victory said the proposal is fully actionable and fully financed. It also said its target is about 31% synergy realization on Janus Henderson’s 2025 expense base, or roughly $500 million in annual synergies. Victory said that figure compares with about 30% of target expense base in precedent asset-management deals.
The company framed the deal around its own operating record. Since its February 2018 IPO, Victory said total shareholder return has exceeded 525%, versus 210% for the next-best peer. It said total client assets have climbed 438% from $61 billion at IPO to $327 billion today. Quarterly revenue is up 256% from IPO, and annualized revenue based on fourth-quarter 2025 is $1.5 billion.
Victory said quarterly adjusted EPS has risen 345% from the first quarter of 2018 to $1.78, while annualized adjusted EPS has compounded at 21% since the IPO. Annual gross flows are up 254% since IPO, and annualized gross flows based on fourth-quarter 2025 stand at $68 billion.
Capital returned to shareholders has also grown sharply: Victory said it has returned more than $1.2 billion through dividends and buybacks since raising $156 million at its IPO. The quarterly dividend has increased for five straight years, rising from $0 to $0.49 per share.
For 2025, Victory said it posted record results across total client assets, gross flows, revenue, adjusted EBITDA, net income, adjusted net income, adjusted EPS, cash flow from operations, dividend, total capital returned to shareholders, and share price. As a result of these announcements, the company's shares have moved 0.98% on the market, and are now trading at a price of $67.87. If you want to know more, read the company's complete 8-K report here.
