Victory Capital proposes to acquire Janus Henderson for $57.04/share, 37% premium

Victory Capital Holdings, Inc.

Total consideration $57.04/share: $30 cash + 0.350 VCTR shares; 37% premium to JHG unaffected price as of Oct 24, 2025.
Proposal ~16% higher than Trian's transaction; JHG shareholders to own ~38% of combined company, enterprise value ~$16B.
Fully financed with committed debt, no financing condition; lower client consent threshold (75%) and termination fee than Trian deal.
Victory sent prior proposals on Nov 24, Dec 8, Dec 22, 2025; urges Special Committee to engage immediately.

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