Victory Capital (VCTR) offers premium $57.04 per share bid for Janus Henderson
Rhea-AI Filing Summary
Victory Capital Holdings, Inc. filed a Form 8-K after sending a new acquisition proposal to the Special Committee of Janus Henderson Group plc. The latest fully financed proposal offers Janus Henderson shareholders total consideration of $57.04 per share, made up of $30.00 in cash plus 0.350 shares of Victory Capital common stock per Janus Henderson share.
Victory states this represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and about a 16% premium to Janus Henderson’s currently contemplated transaction with Trian. Janus Henderson shareholders are expected to own roughly 38% of the combined company, which Victory estimates would have an enterprise value of about $16 billion.
Victory highlights preliminary annual cost synergies of $500 million and pro forma gross leverage of 3.5x 2025 EBITDA excluding synergies, or 2.6x including them, and contrasts this with higher leverage it attributes to the Trian structure. The proposal is framed as non-binding and subject to due diligence, regulatory approvals, shareholder votes and negotiation of definitive agreements.
Positive
- Premium consideration for Janus Henderson shareholders: Victory Capital’s proposal offers $57.04 per share, combining $30.00 in cash and Victory stock, which it states is a 37% premium to Janus Henderson’s unaffected share price and about a 16% premium to the currently contemplated Trian transaction.
- Scale and synergy potential in a combined platform: Victory estimates the combined company would have an enterprise value of about $16 billion and preliminarily identifies $500 million of annual cost synergies, primarily from operating efficiencies across middle and back office, infrastructure and vendors.
Negative
- Leverage and execution risks from a large transaction: Victory expects pro forma gross leverage of 3.5x 2025 EBITDA excluding synergies, or 2.6x including them, and acknowledges dependencies on regulatory approvals, client consents, shareholder votes and successful integration for any transaction to deliver the contemplated benefits.
Insights
Victory proposes a large, fully financed, premium bid to outcompete Trian for Janus Henderson.
The disclosure describes Victory Capital’s attempt to acquire Janus Henderson through a cash-and-stock offer of
Victory projects preliminary cost synergies of
The proposal remains non-binding and contingent on extensive due diligence, board and shareholder approvals, client consents, and regulatory clearances. The filing underscores that no definitive agreement exists and repeatedly notes the possibility that no transaction will be completed, so the actual impact on Victory Capital and Janus Henderson will depend on future negotiations and approvals.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. Other Events.
On February 26, 2026, Victory Capital Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing a proposal sent on that date to the Special Committee of the Board of Directors of Janus Henderson Group plc, a Jersey public limited company (“Janus Henderson”), to acquire Janus Henderson (the “Proposal”).
The foregoing description of the Proposal is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1. The full text of the Proposal is included in the Press Release.
In addition, the Company is providing copies of proposals (the “Prior Proposals”) sent to the Special Committee prior to the public announcement on December 22, 2025 of Janus Henderson’s merger agreement with an investor group led by Trian Fund Management, L.P. The Prior Proposals were sent on November 24, 2025, December 8, 2025 and December 22, 2025, and are attached hereto as Exhibit 99.4, Exhibit 99.3 and Exhibit 99.2, respectively.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for the Company’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control and could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between the Company and Janus Henderson, including the possibilities that the Company will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with the Company; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of the Company’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of the Company and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of the Company, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of the Company, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of the Company are set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning the Company and its business, including factors that potentially could materially affect the Company’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that the Company files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
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No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication relates to a proposal which the Company has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, the Company (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document the Company and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF the Company AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT the Company, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of the Company and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company (if and when available) will also be made available free of charge by accessing the Company’s website at www.vcm.com.
Certain Information Regarding Participants
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, the Company and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and the Company’s website at www.vcm.com.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, issued by the Company, dated February 26, 2026 (including the Proposal). | |
| 99.2 | Prior Proposal sent by the Company, dated December 22, 2025. | |
| 99.3 | Prior Proposal sent by the Company, dated December 8, 2025. | |
| 99.4 | Prior Proposal sent by the Company, dated November 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE(S)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VICTORY CAPITAL HOLDINGS, INC. | |||
| Date: February 26, 2026 | By: | /s/ MICHAEL D. POLICARPO | |
| Name: | Michael D. Policarpo | ||
| Title: | President, Chief Financial Officer and Chief Administrative Officer | ||
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Exhibit 99.1
 |
News Release |
Victory Capital Affirms Fully Financed, Clearly Superior Proposal
to Acquire Janus Henderson
Total Consideration of $57.04 Per Share Represents a 37% Premium
to Janus Henderson’s Unaffected Share Price as of October 24, 2025
Provides Janus Henderson Shareholders with Substantial Premium, Significant Upfront Cash
Proceeds and Meaningful Upside Through ~38% Ownership of the Combined Company
Proposal Exceeds Value of Trian’s Contemplated Transaction by ~16%
Victory Capital Urges Special Committee to Immediately Consider Fully Financed
and Actionable Proposal to Maximize Value for All Shareholders
San Antonio, Texas, February 26, 2026 – Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent another letter to the Special Committee of Janus Henderson Group plc’s (NYSE: JHG) (“Janus Henderson”) Board of Directors, delivering a fully financed, actionable proposal to acquire Janus Henderson on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds (“Trian”).1
Under the terms of this “best-of-both-worlds” proposal, Janus Henderson shareholders would receive total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on Victory Capital’s closing stock price as of February 25, 2026. This proposal represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and an approximately 16% premium to Janus Henderson’s currently contemplated transaction with Trian.
| 1 | Victory Capital sent three previous letters to the Janus Henderson Special Committee in November and December 2025 prior to the public announcement of the Trian merger agreement. Copies of those letters are exhibits to the Form 8-K filed by Victory Capital today with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. |
Following the transaction, Janus Henderson shareholders are expected to own approximately 38% of the combined company, which would have a total enterprise value of approximately $16 billion.2 This would provide substantial potential upside as benefits from synergies and growth are realized, while also delivering significant upfront cash proceeds to Janus Henderson shareholders.
A combination between Victory Capital and Janus Henderson would build on Victory Capital’s highly successful track record of acquiring and integrating investment firms into its platform, creating a global investment management business with exceptional diversification and distribution capabilities that is better positioned to compete at scale against the largest asset managers in the world. Additionally, Victory Capital’s proposal provides stability for clients as it intends to retain investment professionals, preserve the Janus Henderson brand and minimize disruption.
Victory Capital strongly believes that its proposal constitutes a “Company Superior Proposal” under the Trian merger agreement due to its higher value and minimal execution risk. Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital. Accordingly, Victory Capital believes that the Special Committee should determine that the proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” and engage with Victory Capital as permitted under the merger agreement with Trian.
David C. Brown, Chairman and CEO of Victory Capital, said, “We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organizations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike. Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long-term upside through ownership of a stronger, more competitive organization. We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realization, and growth, as recently demonstrated by our acquisition of Pioneer. We firmly believe Janus Henderson stakeholders would similarly benefit from the strategic alignment and long-term value creation enabled by bringing our two firms together, and are ready to move forward expeditiously toward a transaction.”
| 2 | According to FactSet values as of close of business on February 25, 2026. |
Victory Capital’s November and December 2025 proposals to Janus Henderson’s Special Committee clearly provided superior value to Janus Henderson shareholders. Despite being the only credible, unaffiliated bidder, Victory Capital was not granted any meaningful engagement or any access to information that would have allowed the Company to further refine its proposal before Janus Henderson moved forward with an insider proposal. Victory Capital’s review of Janus Henderson’s and Trian’s public filings released after the announcement of the currently contemplated transaction with Trian has only strengthened Victory Capital’s conviction that it is uniquely positioned to deliver greater value to Janus Henderson and its shareholders.
Mr. Brown continued, “Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue. The letter we sent to the Special Committee today should clear up any misperception concerning the strength of our proposal and ability to complete a transaction. We believe it is important that both the Special Committee and Janus Henderson investors have correct and complete information about our compelling and actionable proposal. We are confident that a thorough evaluation will demonstrate that our proposal represents a superior alternative with minimal execution risk, and we urge the Janus Henderson Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders by promptly engaging with us.”
PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.
The full text of the letter sent today to Janus Henderson’s Special Committee can be found below:
February 26, 2026
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
We have long believed that a combination of Victory Capital Holdings, Inc. (“Victory”) and Janus Henderson Group plc (“Janus Henderson” or the “Company”) would be transformative for both companies. The combination brings together two industry leaders to create a scaled, more competitive asset manager with exceptional diversification and distribution capabilities. We firmly believe that Victory is the right partner for Janus Henderson, and that a transaction with Victory is undoubtedly the value maximizing path for Janus Henderson shareholders.
The actionable proposals we put forth on November 24, 2025, December 8, 2025, and December 22, 2025 were clearly superior to any alternative proposals available to Janus Henderson, including the Trian transaction that was announced on December 22, 2025. We provided higher, more compelling value with minimal execution risk and a “best-of-both-worlds” transaction structure, where Janus Henderson shareholders would receive majority upfront consideration in cash while retaining meaningful ownership to participate in significant long-term value creation from synergies and strategic alignment.
Notwithstanding the fact that we were the only credible, unaffiliated party that expressed interest and indicated a valuation range in excess of Trian’s proposal, we were denied the opportunity to engage in any meaningful dialogue and not provided access to any information to refine our proposal, prior to Janus Henderson entering into an agreement with Trian (a Company insider).
Having reviewed public filings that have been made available subsequent to the announcement of the Trian transaction – information that could easily have been furnished to us if you had chosen to engage – as well as observing industry developments in the interim, our conviction that we are uniquely positioned to deliver superior value for Janus Henderson and its shareholders has only strengthened.
As outlined below, we are proposing a higher day one value with no financing risk, opportunity for Janus Henderson shareholders to participate in meaningful upside, and materially improved terms with minimal execution risk.
Proposed Higher Value and “Best-of-Both-Worlds” Transaction Structure
Specifically, our proposal is:
| i. | Cash consideration of $30.00 per share |
| ii. | Fixed exchange ratio of 0.350 of a Victory share for each Janus Henderson share, reflecting $27.04 per Janus Henderson share and translating to 38% pro forma ownership in the combined company |
This day one value of $57.04 is 16% higher than the currently contemplated transaction with Trian and at a 37% premium to the Company’s unaffected share price (as of 10/24/2025). We would also highlight that unlike the Trian offer, our proposal offers attractive premiums consistent with recently announced acquisitions in the industry, for example, the acquisition of Schroders by Nuveen.
In addition to material upfront consideration delivered in cash, our proposal provides Janus Henderson shareholders significant ownership stake in the pro forma company, allowing them to participate in significant upside as markets recognize the value of the combination. As benefits around synergies and growth are realized and the Victory trading multiple appropriately reflects the pro forma company’s future prospects, Janus Henderson shareholders will share in the meaningful long-term value creation.
Fully Financed Offer with No Financing Risk
We intend to fund the transaction with cash on hand and committed financing. As previously stated, our offer is not subject to any financing conditions. We have attached a customary commitment letter from each of our debt financing sources, consisting of two of the most reputable global investment banks. We will have sufficient committed capital to consummate the proposed acquisition.
Pro forma for the combination, Victory’s gross leverage will be 3.5x 2025 EBITDA, excluding synergies and 2.6x 2025 EBITDA, including synergies. Based on our review of publicly available information regarding the Trian transaction, we believe our proposed transaction represents lower pro forma leverage versus the currently contemplated transaction (4.6x gross debt, including preferred equity, to 2025 EBITDA).
Under the contemplated transaction with Trian’s acquisition vehicle, Trian’s sole obligation in the case of a debt financing failure (or a preferred equity financing failure) is to have the vehicle’s various equity investors pay Janus Henderson a $222.85m “reverse” termination fee (3% of equity value as compared to a more customary 5-6%); Trian cannot be compelled to close in that situation. Our proposal, in contrast, has no financing outs and provides Janus Henderson with a full specific performance remedy if there were a failure in Victory’s financing.
Setting up the Company for Success
Victory believes that success in asset management relies on the quality and engagement of its people. Victory anticipates retaining substantially all Janus Henderson investment professionals, as we have done in substantially all our prior acquisitions. Our past acquisitions also stand testimony to the fact that once businesses are brought onto the Victory platform, client experience and investment performance have not been disrupted. In our recent acquisition of Pioneer, performance of the platform, which was strong, has further improved under our ownership. Pioneer has also continued to experience organic growth and is net flow positive since the transaction closed, demonstrating our commitment to maintaining excellence of investment teams and processes. More broadly, as a firm, Victory has achieved excellent investment performance, evident in our recent earnings reports.
In light of Victory’s successful long-term acquisition track record and plans to retain investment professionals, we do not believe that there is any meaningful risk of key employee attrition from our transaction. Further, we believe our revenue share-based compensation structure for investment professionals is highly attractive and a significant opportunity for investment professionals to participate in the success of the platform.
Following the combination, we also envision retaining key non-investment Janus Henderson employees for meaningful leadership roles. We also intend to retain the brand.
Anticipated Meaningful Synergies and Value Creation
A combination would result in considerable synergies and significant value creation for both companies’ shareholders. Our preliminary estimated cost synergies of $500m are driven primarily by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication, and leveraging the economies of scale of the combined platform. Sources of synergies identified here are similar to those in Victory’s past acquisitions and are not likely to cause client concerns.
Our stellar track record for realizing synergies speaks for itself. In all past transactions, we have not only delivered on meaningful cost synergies but often exceeded what we initially planned. We have also realized meaningful revenue synergies in our previous acquisitions, which have resulted in material upside for shareholders.
The public market has validated our success:
| · | Victory’s share price increased ~120% in the year following the USAA Asset Management announcement and over 800% to-date. |
| · | Victory’s share price has increased ~80% following the announcement of the Pioneer Memorandum of Understanding. |
| · | Victory is the best performing traditional asset manager since its IPO, with a TSR of ~600%. |
| · | Moreover, since our MBO in 2013, the TSR is over 2,000%. |
| · | Since Trian initially disclosed its investment in Janus Henderson in October 2020, Victory has outperformed Janus Henderson in excess of 200% TSR for its shareholders. |
Minimal Disruption and Client Consent Risk
A combination of both firms lays the strategic foundation for the creation of a diversified global investment management business that is better positioned to compete at scale against the largest asset managers in the world. The combined platform will offer stability and participation in potential long-term value creation for shareholders and employees – key tenets that are absent in a transaction with a financial buyer such as Trian.
Multiple changes of ownership driven by monetization goals of a financial buyer create uncertainty for clients and employees that will be avoided with Janus Henderson’s inclusion within the Victory platform. As highlighted above, Victory plans to retain and support key investment professionals and minimize any impact on the investment process.
We also have substantial experience in successfully executing acquisitions requiring client consent. Our Pioneer and USAA Asset Management transactions were acquisitions of asset managers with large mutual fund complexes, and we successfully obtained the required mutual fund consents. With this combination of a successful history of obtaining mutual fund consents and our retaining Janus Henderson investment professionals, we believe that our proposal poses no client concerns. To demonstrate our conviction that our proposal raises no client consent concerns, we will reduce the client closing condition in the merger agreement from the 80% standard in the Trian agreement to 75%. This change provides Janus Henderson with meaningfully more closing certainty than the Trian transaction. From our review of the preliminary proxy statement, we note that the 75% threshold is what the Special Committee had sought from Trian.
Expeditious Due Diligence Timeline
We expect to conduct confirmatory financial, legal, operational and business due diligence.
Even though we were given no opportunities to conduct due diligence to-date or engage with Company management, we expect to complete our diligence expeditiously and be in a position to enter into a merger agreement shortly thereafter, provided the requisite access to information and Janus Henderson management is provided in a timely manner.
No Trian Voting Agreement Required
Consistent with our proposals on December 8, 2025 and December 22, 2025, we reaffirm that we do not require a voting agreement from Trian to consummate a transaction. With the compelling and superior proposal we are presenting, we are confident that Janus Henderson shareholders will overwhelmingly vote in favor of our transaction and satisfy the two-thirds voting standard for approving a merger under Jersey law. The specter of a 20% conflicted shareholder should not prevent the board of directors and the Special Committee from acting to provide all Janus Henderson shareholders with the opportunity to receive the benefits of a far superior transaction.
Our proposal will require a vote of our shareholders to approve the contemplated issuance of shares in the transaction as required under Nasdaq rules. Given the anticipated strength of the combined company, we are confident that our shareholders will approve the issuance of shares just as they overwhelmingly approved our share issuance in our 2025 acquisition of Pioneer.
Improvements to Trian Merger Agreement
The merger agreement for our proposal will be substantially the same as the Trian agreement but will reflect the increase in the purchase price and the stock consideration and reflect the following changes that materially increase deal certainty compared to the Trian deal.
In our merger agreement, we will:
| · | Decrease the threshold in the client consent condition from the 80% in the Trian agreement to 75%. |
| · | Eliminate the unusual provision in the Trian agreement requiring Janus Henderson to pay the buyer $111.42m in expense reimbursements (a highly off-market 1.5% of equity value) if Janus Henderson shareholders fail to approve the merger. In our merger agreement, Janus Henderson would not be required to make a payment to us if Janus Henderson shareholders do not approve our transaction. |
| · | Reduce the termination fee from the 4% in the Trian agreement to the 3% that the Special Committee sought from Trian. |
| · | Provide Janus Henderson with full recourse against Victory if there were a financing failure as opposed to Janus Henderson’s sole remedy of a $222.85m reverse termination fee payable by the equity investors in the Trian acquisition vehicle. |
No Adjustment to Proposal as a Result of 4% Termination Fee Payable to Trian Acquisition Vehicle
When the Janus Henderson board terminates the Trian merger agreement to accept our superior proposal, a $297.13m termination fee (4% of equity value) will be due to Trian, a Company insider, under the agreed terms of the Trian merger agreement. This leakage of value to an inside shareholder is unfortunate and could have been avoided had the Special Committee engaged with us prior to signing the merger agreement with Trian. Nonetheless, we have not reduced the value of our proposal, and our $57 per share proposal takes into account that this fee is payable to the Trian acquisition vehicle.
Our Proposed Transaction is a Superior Proposal
For the reasons stated in this letter, we believe that our proposed transaction is a superior proposal to Janus Henderson shareholders compared to the Trian transaction. Consistent with your fiduciary duties as directors and the terms of the Trian merger agreement, we believe your board of directors (acting on the recommendation of the Special Committee) should determine that this proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” (as defined in the Trian merger agreement) and engage in negotiations and discussions with us regarding this proposal and furnish us with information relating to the Company. We are prepared to enter into a confidentiality agreement with the Company in the form contemplated by the Trian merger agreement.
Closing Remarks; Next Steps
We have tremendous respect for Janus Henderson’s global franchise, leadership team, and brand and continue to remain very excited about this opportunity. We hope that this letter clears up any apparent misperceptions concerning the strength of our proposal and ability to complete a transaction. We, and our financial advisor PJT Partners, stand prepared to answer any further questions relating to our proposal.
We urge the Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders. Even though we were denied the opportunity to engage previously, the Special Committee can and must now discharge those duties by promptly beginning negotiations with us to deliver superior value to Janus Henderson shareholders.
We look forward to discussions with you and your advisors.
Given the market speculation that Victory is “Party A” referred to in your proxy materials and our belief that it is in the best interests of your and our shareholders to have current and complete information about our proposal and the reasons we believe that it is a compelling and actionable opportunity, we plan to make this letter publicly available concurrently with this submission to you.
This Proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. No obligations will be imposed on any person unless and until a written merger agreement that is mutually acceptable is entered into with respect to a transaction.
Very truly yours,
Victory Capital Holdings, Inc.
By: /s/ David C. Brown
David C. Brown
Chairman and Chief Executive Officer
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.
Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF Victory Capital AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory Capital, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.
Certain Information Regarding Participants
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory Capital’s website at www.vcm.com.
Contacts:
Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com
Media:
Andy Brimmer / Richard M. Goldman / Maggie Carangelo
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
VictoryCapitalMedia@Joelefrank.com
OR
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com
Exhibit 99.2
| David C. Brown | 15935 La Cantera Parkway |
| Chairman and Chief Executive Officer | San Antonio, TX 78256 |
STRICTLY PRIVATE AND CONFIDENTIAL
December 22, 2025
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
On behalf of Victory Capital Holdings, Inc. (“Victory”), I am writing this letter to follow up on the two proposals we submitted to the Special Committee on November 24th and December 8th regarding a potential transaction with Janus Henderson Group plc (“Janus Henderson”), which provides a compelling opportunity for all Janus Henderson shareholders. We reiterate our strong interest in pursuing the transaction.
On November 18th, we spoke with your financial advisor, Goldman Sachs, to understand the Special Committee’s process and the parameters of a potential transaction. We were strongly encouraged by your financial advisor to submit a written proposal by November 24th. As suggested, we subsequently submitted our initial proposal on November 24th.
On December 6th, we received limited verbal feedback from your financial advisor that requiring the voting agreement we referenced was an impediment to progressing our proposal. Based on that feedback and after further consideration, we submitted a subsequent proposal on December 8th confirming that we were prepared to proceed without a voting agreement requirement.
Since our second submission, although we have sought to discuss the proposal with your financial advisor over the past several weeks, we have not received any feedback on the Special Committee’s view of our proposal.
We would greatly appreciate an update on when the Special Committee is prepared to engage with us.
Our intention has been to pursue a transaction on a cooperative basis, with full respect for a clearly articulated process and a shared objective of achieving the optimal outcome for the company and its shareholders. We welcome the opportunity to outline for the Special Committee the transaction’s benefits for all Janus Henderson shareholders. We are also prepared to present to your largest shareholder the merits of our proposal and the significant value creation opportunity for all Janus Henderson shareholders. Although we endeavor to work towards a transaction that would have the support of your largest shareholder, we believe our transaction can be completed without that shareholder’s support.
We want to reiterate that our interest remains strong, and we believe your shareholders will be keenly interested in learning about the compelling value proposition our proposal represents. We remain open to discussing structure, valuation, due diligence parameters, and any process considerations the Special Committee believes would facilitate progression of the process. We are ready to address any questions immediately and stand prepared to engage without delay.
In the interim, we have engaged extensively with prospective lenders regarding third-party debt financing for the contemplated transaction. Based on our significant experience in financing transactions and feedback to date from multiple bulge bracket banks, we are highly confident in our ability to secure the required funding and consummate the transaction expeditiously. Importantly, the transaction will not be subject to a financing contingency.
Victory remains prepared to offer an indicative headline value of $50 - $52 per Janus Henderson share, comprised of $30 per share in cash with the balance in Victory shares. As a result, Janus Henderson shareholders would own approximately 37% to 39% of the pro forma company. For your reference, a copy of our December 8th letter is attached herewith. [This attachment has been deleted. See Exhibit 99.3.]
Tel: [***] ● E-mail: [***] ● www.vcm.com
Our proposal offers a “best-of-both-worlds” transaction to Janus Henderson shareholders. This offer consists of a majority of the transaction consideration delivered in cash, as well as a very significant ownership stake in the pro forma company. We believe this ownership stake has the potential to deliver meaningful value to Janus Henderson shareholders as the combination benefits are realized.
While our current proposal represents a compelling valuation based on publicly available information, we believe that with additional diligence to validate our thesis, we see opportunity to modify our offer mix and potentially uncover incremental value opportunities that could support a further enhanced proposal.
Please advise us promptly on when the Special Committee intends to engage with us. We look forward to hearing from you.
Best regards,
| /s/ David Brown |
David Brown
Chairman and Chief Executive Officer
Tel: [***] ● E-mail: [***] ● www.vcm.com
* * * * *
No Offer or Solicitation
The release of this communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
The release of this communication relates to a proposal which Victory has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. The release of this communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF Victory AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory (if and when available) will also be made available free of charge by accessing Victory’s website at www.vcm.com.
Certain Information Regarding Participants
The release of this communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory’s website at www.vcm.com.
Exhibit 99.3
| David C. Brown | 15935 La Cantera Parkway |
| Chairman and Chief Executive Officer | San Antonio, TX 78256 |
STRICTLY PRIVATE AND CONFIDENTIAL
December 8, 2025
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisition of Janus Henderson Group plc (“Janus Henderson” or the “Company”).
We have tremendous respect for Janus Henderson’s global franchise, leadership team, and brand. We have studied Janus Henderson over the years and have long thought that a combination would be a transformative opportunity for both companies. Our team has also discussed the merits of a potential transaction with our Board of Directors. We believe we are uniquely positioned to offer a compelling value proposition to Janus Henderson shareholders.
Based on conversations with your financial advisors, we are pleased to provide you with this revised Proposal.
Overview of Victory
Victory is a diversified global asset management firm with $316 billion in total client assets (“AUM”) as of October 31, 2025, and operates a next-generation business model combining autonomous boutique investment qualities with the benefits of a scaled, fully-integrated, centralized—but not standardized—operating and distribution platform.
Victory provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors around the world with clients in 60 countries. With 9 autonomous Investment Franchises and a Solutions Platform, Victory offers a wide array of investment styles and investment vehicles including, actively managed mutual funds, separately managed accounts, private fund structures, rules-based, active and thematic ETFs, multi-asset class strategies, custom-designed solutions, UMAs, CTFs, UCITs, and a 529 College Savings Plan. Our product set includes 121 mutual funds, 7 variable insurance funds and 26 ETFs. We own a registered broker-dealer, Victory Capital Services, Inc., which provides efficient support for our products.
We are headquartered in San Antonio, Texas and have 15 offices globally. Our firm is listed on the NASDAQ (VCTR) and a majority of our employees own VCTR equity. Employees and directors own a meaningful amount of the equity in our firm, driving the ownership culture, which is an important contributing factor for our success. Currently, employees hold more than a quarter of a billion dollars of investments in our firm’s products, all by choice.
We have a long history of accelerating growth from acquisition transactions. With past acquisitions we have proven our ability to create a path from introduction through approval and to asset flow by leveraging our long-standing relationships across various distribution channels. Our unique distribution partnership with Amundi, one of the largest European asset managers with a $2.7tn AUM, has enabled Victory to globalize its business and expand distribution reach outside the U.S.
We are proud to have successfully executed on all of our acquisition transactions. This began with our management-led buyout from KeyCorp (2013) and continued with our past acquisitions of Munder Capital (2014), CEMP (2015), RS Investments (2016); USAA Investments (2019); THB Asset Management (2021); WestEnd Advisors (2021); Pioneer / Amundi (2025).
Our stellar track record speaks for itself. In past transactions, we have not only delivered on meaningful net expense synergies – but often exceeded what we initially planned. The Victory platform has met or exceeded synergy targets through all of its transactions. The public market continues to validate our success. Victory’s share price increased ~120% in the year following the USAA announcement and ~40% in the year following Pioneer / Amundi. Since the IPO, Victory has generated tremendous shareholder value, with a TSR of ~460%. Moreover, since the MBO in 2013, the TSR is over 1,650%.
Our strategy for growth through inorganic and organic opportunities has delivered significant value creation to our shareholders. We support our Franchises with a world-class operational platform, with the goal of delivering centralized but not standardized services to all our businesses. We also have the resources and experience to develop and launch new products. Our size, scale and financial stability have allowed us to make significant investments in our operational, technology, and data platforms while expanding our product offerings. Victory delivers all of this while allowing the investment Franchises to maintain their investment autonomy, decision making and brand identity, so they can be in the best position to add value for their clients.
Tel: [***] ● E-mail: [***] ● www.vcm.com
Transaction Rationale and Mutual Strategic Benefits
The combination of Victory and Janus Henderson would bring together highly complementary brands to create a scaled, diversified asset manager positioned to better compete with the mega cap firms in the industry.
We believe a transaction would yield substantial strategic benefits for the combined business, including, but not limited to:
| · | Creates a scaled business with ~$800bn of assets under management | |
| · | Augments and diversifies the stability of cash flows by adding meaningful earnings across a broader suite of product offerings, vehicles, distribution channels and geographies | |
| · | Provides a much more scaled and competitive organization in the US intermediary sales channel | |
| · | Accelerates organic growth by leveraging a significantly larger sales and marketing effort globally | |
| · | Provides substantial cost synergies (preliminarily estimated to be $500mm), allowing for increased investment in the combined platform | |
| · | Creates optionality around future acquisition strategies within the US and outside the US based on the increased size, scale and enlarged organization and financial metrics |
Proposed Value and Transaction Structure
Based on our review of publicly available information, Victory is pleased to provide this indicative proposal with a headline value of $50 - $52 per Janus Henderson share, comprised of $30 per share in cash with the balance in Victory shares. As a result, Janus Henderson shareholders would own approximately 37% to 39% of the pro forma company.
Our Proposal offers a “best-of-both-worlds” transaction to Janus Henderson shareholders. This offer consists of a majority of the transaction consideration delivered in cash, as well as a very significant ownership stake in the pro forma company. We believe this ownership stake has the potential to deliver meaningful value to Janus Henderson shareholders as the combination benefits are realized and Victory trading multiple appropriately reflects the pro forma company’s future prospects. Based on the easily achievable combination benefits and 0.5x multiple re-rating, the total value delivered to Janus Henderson shareholders can exceed $60 per share.
Sources of Funding
We intend to fund the transaction with cash on hand and committed financing, with no financing contingency. We will have sufficient committed capital to consummate the proposed acquisition and will provide customary commitment letters at the time of definitive documentation.
Future Plan for Company and Employees
Victory believes that success in asset management relies on the quality and engagement of its people. We have high admiration for the Janus Henderson leadership team and would consider the best talent in both companies for the combined business and anticipates a good number of the leadership team would be offered positions in the pro forma organization with meaningful roles. Victory assumes it will retain the entire Janus Henderson investment team and would provide competitive compensation and benefits to Janus Henderson employees joining Victory. We also intend to retain the Janus Henderson brand.
Due Diligence
We expect to conduct customary financial, legal, operational and business due diligence. Such due diligence would require reasonable access to the Company’s financial and operating information, and would include, but would not be limited to, the following:
| · | Detailed review of current clients | |
| · | Detailed review of historical operating and financial results | |
| · | Review of long-term business plan and forecast | |
| · | Review of compensation process and key assumptions | |
| · | Review of the balance sheet, capital requirements, and capital structure | |
| · | Analysis of investment philosophy, process, and performance | |
| · | Analysis of investment performance | |
| · | Review of all material contracts | |
| · | Meetings with senior management and key investment professionals | |
| · | Distribution and AUM raising collaboration discussions | |
| · | Detailed review of tax, legal, and compliance matters |
Timeline
Victory will endeavor to complete diligence within two to three weeks and will aim to be in a position to execute definitive agreements by mid-January, provided the requisite access to information and Janus Henderson management is provided in a timely manner. We look forward to better understanding the Special Committee’s process timeline and next steps.
Tel: [***] ● E-mail: [***] ● www.vcm.com
Approvals
The Victory Board of Directors has reviewed and is supportive of this Proposal. Our final offer would be subject to customary regulatory, shareholder, and anti-trust/competition approvals as well as the negotiation of a mutually acceptable definitive transaction agreement. In addition, industry standard consents from Janus Henderson clients will need to be obtained. The transaction would also be subject to the formal approval of our Board of Directors.
Advisors
We have engaged PJT Partners LP as financial advisor and Willkie Farr & Gallagher LLP as legal advisor for this transaction.
Contact Information
The contact details for the individuals from Victory and PJT Partners, who are available to answer questions regarding our Proposal are below:
David Brown
Chairman and Chief Executive Officer
Telephone: [***]
Email: [***]
Michael Policarpo
President, Chief Administrative Officer and Chief Financial Officer
Telephone: [***]
Email: [***]
Michael Freudenstein
Partner, PJT Partners LP
Telephone: [***]
Email: [***]
Jason Noble
Partner, PJT Partners LP
Telephone: [***]
Email: [***]
This Proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. This Proposal is made solely to the Special Committee and on the condition that its terms remain confidential by the Special Committee (and may only be shared by the Special Committee to its advisors) and that it is subject to termination by us at any time. No obligations will be imposed on any person unless and until a written definitive agreement that is mutually acceptable is entered into with respect to a transaction.
We are very excited about this opportunity and look forward to discussions with you and your advisors regarding the transaction we have outlined in this letter. Please let us know if you have any questions.
Very truly yours,
Victory Capital Holdings, Inc.
| By: | /s/ David Brown |
David Brown
Chairman and Chief Executive Officer
Tel: [***] ● E-mail: [***] ● www.vcm.com
* * * * *
No Offer or Solicitation
The release of this communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
The release of this communication relates to a proposal which Victory has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. The release of this communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF Victory AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory (if and when available) will also be made available free of charge by accessing Victory’s website at www.vcm.com.
Certain Information Regarding Participants
The release of this communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory’s website at www.vcm.com.
Exhibit 99.4
| David C. Brown | 15935 La Cantera Parkway |
| Chairman and Chief Executive Officer | San Antonio, TX 78256 |
STRICTLY PRIVATE AND CONFIDENTIAL
November 24, 2025
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisition of Janus Henderson Group plc (“Janus Henderson” or the “Company”). We have tremendous respect for Janus Henderson’s global franchise, leadership team, and brand. We have studied Janus Henderson over the years and have long thought that a combination would be a transformative opportunity for both companies. Our team has also discussed the merits of a potential transaction with our Board of Directors. We believe we are uniquely positioned to offer a compelling value proposition to Janus Henderson shareholders.
Based on conversations with your financial advisors, we are pleased to provide you with this Proposal.
Overview of Victory
Victory is a diversified global asset management firm with $316 billion in total client assets (“AUM”) as of October 31, 2025, and operates a next-generation business model combining autonomous boutique investment qualities with the benefits of a scaled, fully-integrated, centralized—but not standardized—operating and distribution platform.
Victory provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors around the world with clients in 60 countries. With 9 autonomous Investment Franchises and a Solutions Platform, Victory offers a wide array of investment styles and investment vehicles including, actively managed mutual funds, separately managed accounts, private fund structures, rules-based, active and thematic ETFs, multi-asset class strategies, custom-designed solutions, UMAs, CTFs, UCITs, and a 529 College Savings Plan. Our product set includes 121 mutual funds, 7 variable insurance funds and 26 ETFs. We own a registered broker-dealer, Victory Capital Services, Inc., which provides efficient support for our products.
We are headquartered in San Antonio, Texas and have 15 offices globally. Our firm is listed on the NASDAQ (VCTR) and a majority of our employees own VCTR equity. Employees and directors own a meaningful amount of the equity in our firm, driving the ownership culture, which is an important contributing factor for our success. Currently, employees hold more than a quarter of a billion dollars of investments in our firm’s products, all by choice.
We have a long history of accelerating growth from acquisition transactions. With past acquisitions we have proven our ability to create a path from introduction through approval and to asset flow by leveraging our long-standing relationships across various distribution channels. Our unique distribution partnership with Amundi, one of the largest European asset managers with $2.7tn AUM, has enabled Victory to globalize its business and expand distribution reach outside the U.S.
We are proud to have successfully executed on all of our acquisition transactions. This began with our management-led buyout from KeyCorp (2013) and continued with our past acquisitions of Munder Capital (2014), CEMP (2015), RS Investments (2016); USAA Investments (2019); THB Asset Management (2021); WestEnd Advisors (2021); Pioneer / Amundi (2025).
Our stellar track record speaks for itself. In past transactions, we have not only delivered on meaningful net expense synergies – but often exceeded what we initially planned. The Victory platform has met or exceeded synergy targets through all of its transactions. The public market continues to validate our success. Victory’s share price increased ~120% in the year following the USAA announcement and ~40% in the year following Pioneer / Amundi. Since the IPO, Victory has generated tremendous shareholder value, with a TSR of ~460%. Moreover, since the MBO in 2013, the TSR is over 1,650%.
Tel: [***] ● E-mail: [***] ● www.vcm.com
Our strategy for growth through inorganic and organic opportunities has delivered significant value creation to our shareholders. We support our Franchises with a world-class operational platform, with the goal of delivering centralized but not standardized services to all our businesses. We also have the resources and experience to develop and launch new products. Our size, scale and financial stability have allowed us to make significant investments in our operational, technology, and data platforms while expanding our product offerings. Victory delivers all of this while allowing the investment Franchises to maintain their investment autonomy, decision making and brand identity, so they can be in the best position to add value for their clients.
Transaction Rationale and Mutual Strategic Benefits
The combination of Victory and Janus Henderson would bring together highly complementary brands to create a scaled, diversified asset manager positioned to better compete with the mega cap firms in the industry.
We believe a transaction would yield substantial strategic benefits for the combined business, including, but not limited to:
| · | Creates a scaled business with ~$800bn of assets under management | |
| · | Augments and diversifies the stability of cash flows by adding meaningful earnings across a broader suite of product offerings, vehicles, distribution channels and geographies | |
| · | Provides a much more scaled and competitive organization in the US intermediary sales channel | |
| · | Accelerates organic growth by leveraging a significantly larger sales and marketing effort globally | |
| · | Provides substantial cost synergies (preliminarily estimated to be $500mm), allowing for increased investment in the combined platform | |
| · | Creates optionality around future acquisition strategies within the US and outside the US based on the increased size, scale and enlarged organization and financial metrics |
Proposed Value and Transaction Structure
Based on our review of publicly available information, Victory is pleased to provide this indicative proposal with a headline value of $50 - $52 per Janus Henderson share, comprised of $30 per share in cash with the balance in Victory shares. As a result, Janus Henderson shareholders would own approximately 37% to 39% of the pro forma company.
Our Proposal offers a “best-of-both-worlds” transaction to Janus Henderson shareholders. This offer consists of a majority of the transaction consideration delivered in cash, as well as a very significant ownership stake in the pro forma company. We believe this ownership stake has the potential to deliver meaningful value to Janus Henderson shareholders as the combination benefits are realized and Victory trading multiple appropriately reflects the pro forma company’s future prospects. Based on the easily achievable combination benefits and 0.5x multiple re-rating, the total value delivered to Janus Henderson shareholders can exceed $60 per share.
Sources of Funding
We intend to fund the transaction with cash on hand and committed financing, with no financing contingency. We will have sufficient committed capital to consummate the proposed acquisition and will provide customary commitment letters at the time of definitive documentation.
Future Plan for Company and Employees
Victory believes that success in asset management relies on the quality and engagement of its people. We have high admiration for the Janus Henderson leadership team and would consider the best talent in both companies for the combined business and anticipate a good number of the leadership team would be offered positions in the pro forma organization with meaningful roles. Victory assumes it will retain the entire Janus Henderson investment team and would provide competitive compensation and benefits to Janus Henderson employees joining Victory. We also intend to retain the Janus Henderson brand.
Due Diligence
We expect to conduct customary financial, legal, operational and business due diligence. Such due diligence would require reasonable access to the Company’s financial and operating information, and would include, but would not be limited to, the following:
| · | Detailed review of current clients | |
| · | Detailed review of historical operating and financial results | |
| · | Review of long-term business plan and forecast | |
| · | Review of compensation process and key assumptions | |
| · | Review of the balance sheet, capital requirements, and capital structure | |
| · | Analysis of investment philosophy, process, and performance | |
| · | Review of all material contracts | |
| · | Meetings with senior management and key investment professionals | |
| · | Distribution and AUM raising collaboration discussions | |
| · | Detailed review of tax, legal, and compliance matters |
Tel: [***] ● E-mail: [***] ● www.vcm.com
Timeline
Victory will endeavor to complete diligence within two to three weeks and will aim to be in a position to execute definitive agreements by year-end, provided the requisite access to information and Janus Henderson management is provided in a timely manner. We look forward to better understanding the Special Committee’s process timeline and next steps.
Approvals
The Victory Board of Directors has reviewed and is supportive of this Proposal. Our final offer would be subject to customary regulatory, shareholder, and anti-trust/competition approvals as well as the negotiation of a mutually acceptable definitive transaction agreement and voting agreement and the unanimous approval of the Janus Henderson Board. In addition, industry standard consents from Janus Henderson clients will need to be obtained. The transaction would also be subject to the formal approval of our Board of Directors.
Advisors
We have engaged PJT Partners LP as financial advisor and Willkie Farr & Gallagher LLP as legal advisor for this transaction.
Contact Information
The contact details for the individuals from Victory and PJT Partners, who are available to answer questions regarding our Proposal are below:
David Brown
Chairman and Chief Executive Officer
Telephone: [***]
Email: [***]
Michael Policarpo
President, Chief Administrative Officer and Chief Financial Officer
Telephone: [***]
Email: [***]
Michael Freudenstein
Partner, PJT Partners LP
Telephone: [***]
Email: [***]
Jason Noble
Partner, PJT Partners LP
Telephone: [***]
Email: [***]
This Proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. This Proposal is made solely to the Special Committee and on the condition that its terms remain confidential by the Special Committee (and may only be shared by the Special Committee to its advisors) and that it is subject to termination by us at any time. No obligations will be imposed on any person unless and until a written definitive agreement that is mutually acceptable is entered into with respect to a transaction.
We are very excited about this opportunity and look forward to discussions with you and your advisors regarding the transaction we have outlined in this letter. Please let us know if you have any questions.
Very truly yours,
Victory Capital Holdings, Inc.
| By: | /s/ David Brown |
David Brown
Chairman and Chief Executive Officer
Tel: [***] ● E-mail: [***] ● www.vcm.com
* * * * *
No Offer or Solicitation
The release of this communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
The release of this communication relates to a proposal which Victory has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. The release of this communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF Victory AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory (if and when available) will also be made available free of charge by accessing Victory’s website at www.vcm.com.
Certain Information Regarding Participants
The release of this communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory’s website at www.vcm.com.
FAQ
What did Victory Capital (VCTR) announce in this Form 8-K?
What are the financial terms of Victory Capital’s proposal for Janus Henderson?
How much of the combined company would Janus Henderson shareholders own under Victory’s proposal?
What synergies does Victory Capital expect from acquiring Janus Henderson?
How does Victory Capital’s proposed leverage compare to the Trian structure?
Is Victory Capital’s proposal for Janus Henderson binding or finalized?
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