Victory Capital raises Janus Henderson bid to $56.84/share ($40 cash+0.250 stock), 37% premium

Victory Capital Holdings, Inc.

Janus Henderson shareholders to receive $40.00 per share cash plus 0.250 Victory shares per JHG share.
Total implied value of $56.84 per share, a 37% premium to Janus Henderson's unaffected price as of Oct 24, 2025.
Improved proposal adds $1.2bn of incremental aggregate consideration and is a 16% premium to Trian's deal.
Victory Capital has $327B in AUM and committed financing with no financing out; net leverage 3.5x EBITDA ex-synergies.
Company urges Special Committee to engage, noting 95%+ client consent history and no real risk in client consent.

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