Janus Henderson amends merger with Trian/General Catalyst to $52/share; rejects Victory Capital proposal

JANUS HENDERSON GROUP PLC

Cash consideration increased from $49 to $52 per share, a 25% premium to unaffected price on Oct 24, 2025.
Termination fee payable by Company increased to $394M (if Expense Reimbursement not paid) or $275.8M (if paid); Expense Reimbursement Payment set at $118.2M.
Company permitted to pay up to $1.00 per share quarterly dividend after July 1, 2026, if closing delayed beyond June 30, 2026.
Special Committee determined Victory Capital's March 17 proposal not actionable due to client consent risks and Trian's opposition (20.7% holder).
Shareholder meeting remains scheduled for April 16, 2026; Board recommends voting for Trian/General Catalyst deal.

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