Janus Henderson Group said it has amended its merger agreement with Trian Fund Management and General Catalyst to raise the cash deal price to $52.00 per share, up from the prior offer, adding $3.00 per share in value.
The new price represents a 25% premium to Janus Henderson’s unaffected closing price on October 24, 2025. The company said the transaction remains on track to close by mid-2026.
A further change gives Janus Henderson the right to pay a $1.00 per share quarterly dividend if the deal has not closed by June 30, 2026 because regulatory approvals are delayed.
Janus Henderson said its special committee and board both unanimously approved the amended agreement. The company’s shareholder meeting remains set for April 16, 2026.
The company also rejected an unsolicited proposal from Victory Capital, saying the March 17 offer was not actionable and would not reasonably be expected to become a superior proposal. Janus Henderson said its special committee had already reviewed three prior Victory proposals dated November 24, 2025, December 8, 2025, and February 26, 2026.
In its review, Janus Henderson pointed to several closing-risk issues with Victory’s bid. It said clients representing 52% of revenue run-rate and 55% of assets under management had already expressed reservations about a transaction with Victory. Janus Henderson also said it would need client consents covering at least 75% of revenue run-rate to complete such a deal.
On shareholder approval, Janus Henderson said Trian held 20.7% of its outstanding shares as of the March 9, 2026 record date and has said it will vote against the Victory proposal. Under Jersey law, the merger would require approval by two-thirds of votes cast.
Janus Henderson also said the Victory proposal would need Victory shareholder approval, adding another hurdle not present in the Trian-General Catalyst deal. Victory’s shares, Janus Henderson noted, have fallen 13% since Victory’s initial public proposal on February 26.
The company said investment staff overseeing more than 90% of Janus Henderson’s run-rate revenue had signed letters expressing concerns about a Victory transaction, and staff responsible for more than one-third of run-rate revenue had threatened to resign if the company were acquired by Victory. The market has reacted to these announcements by moving the company's shares -0.12% to a price of $47.83. For more information, read the company's full 8-K submission here.
