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Victory Capital Holdings, Inc. issued a press release on March 17, 2026 stating it submitted an improved proposal to the Special Committee of the Board of Janus Henderson Group plc to acquire Janus Henderson. The press release, attached as Exhibit 99.1, includes the full text of the Updated Proposal.
The communication contains customary forward-looking statements and cautions about required approvals, potential litigation, client consents and other closing conditions. It also explains that any definitive proxy, registration or tender documents will be filed with the SEC if a negotiated transaction is agreed.
Janus Henderson Group plc and affiliated buyer filing parties are soliciting proxies related to a proposed merger under an Agreement and Plan of Merger dated December 21, 2025.
The filing provides post‑proxy communications and directs shareholders to read the definitive Proxy Statement and the jointly filed Schedule 13E-3 before voting; the proxy and card will be sent to holders of record as of March 9, 2026.
Victory Capital says it submitted a fully financed, actionable and clearly superior proposal to acquire Janus Henderson and that Janus Henderson’s Special Committee declined substantive engagement. Victory Capital says the committee’s only interaction during four months was a single 32-minute call, and Victory Capital states it has committed financing and intends to pursue the transaction.
Context: Victory Capital reports $323.2 billion in total client assets as of January 31, 2026. Victory Capital notes potential future SEC filings if a negotiated transaction is agreed and describes advisors serving the company.
Janus Henderson Group Chief People Officer Megan Podzorov reported an open-market sale of 1,650 shares of common stock at $51.24 per share. The transaction took place on March 10, 2026, and after this sale she directly owns 12,204 shares of Janus Henderson Group stock.
Janus Henderson Group plc is progressing toward a mid-2026 all-cash acquisition by Trian and General Catalyst. The company’s board unanimously reaffirmed its recommendation of the merger agreement and directed shareholders to vote at the meeting scheduled for April 16, 2026.
Under the merger terms, holders of shares not owned or controlled by Trian will receive $49.00 per share in cash. The announcement states the board found an unsolicited third-party proposal not superior and reaffirmed support for the Trian/General Catalyst transaction, which the buyers expect to close in mid-2026.
Janus Henderson Group plc proposes to be acquired in a going‑private merger for $49.00 per share, subject to the terms and conditions of the Agreement and Plan of Merger. The board and a Special Committee unanimously recommended the merger; the shareholders will vote at an extraordinary meeting on April 16, 2026. If approved by the Required Company Vote (at least 66.67% of votes cast) and other conditions are satisfied or waived, each outstanding Share (other than excluded shares) will be cancelled and converted into the right to receive $49.00 per share in cash and the Company will be delisted and deregistered. The proxy includes details on vote mechanics, treatment of equity awards, financing commitments (debt, preferred equity and equity commitments totaling approximately $6.2B in aggregate committed amounts), termination dates and potential termination and reverse termination fees.
Janus Henderson Group (JHG) submitted a Form 144 reporting planned sales of common stock through Fidelity Brokerage Services LLC as broker. The notice lists multiple planned transactions tied to ESPP purchases and restricted stock vesting with dated entries from 12/29/2023 through 03/01/2026
Victory Capital Holdings, Inc. posted a LinkedIn communication and transcript of an interview in which Chairman and CEO David C. Brown stated that Victory has submitted a “superior proposal” to acquire Janus Henderson Group plc and that “all options are on the table.” Victory says its proposal would pay a majority of consideration in cash and offer Janus shareholders 38% in the combined company. The post notes Victory first proposed in November and again in December, and urges the Janus Henderson special committee to engage in discussions. The communication reiterates customary forward-looking disclaimers and directs readers to potential future SEC filings if a negotiated transaction proceeds.