A bidding war for Janus Henderson Group Plc broke out Thursday as Victory Capital Holdings Inc. offered to buy the money manager for $57.04 a share, in a move that topped a previous offer from Nelson Peltz’s Trian Fund Management.
Victory’s cash-and-stock proposal calls for Janus Henderson shareholders to own about 38% of the combined company, which would have an enterprise value of about $16 billion, according to a statement.
The offer comes about two months after Peltz’s Trian and General Catalyst agreed to buy London-based Janus Henderson in a deal that valued the asset manager at about $7.4 billion and offered stockholders $49 a share in cash.
“Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long‑term upside through ownership of a stronger, more competitive organization,” David Brown, chairman and chief executive officer of Victory Capital, said in the statement.
The bidding war comes amid a broader wave of consolidation across the asset management industry, where firms have spent years grappling with clients dumping their mutual funds for cheaper, passive products. Janus Henderson, created through a 2017 transatlantic merger to combat these challenges, suffered years of outflows until recently.
Victory said it would issue $4.1 billion of new debt as part of the effort to take over Janus Henderson, which manages almost 60% more assets than Victory. The company said it had financing commitments from two major investment banks.
Shares of Janus Henderson rose 4.6% in early New York trading at 8:30 a.m.
Earlier Bid
Victory Capital said Thursday it first submitted a preliminary bid of as much as $52 a share for Janus on Nov. 24 — nearly a month before Janus announced it had agreed to the Trian deal.
At the time, John Cassaday, chairman of Janus Henderson’s board, said the company had done a “careful review of the proposed transaction and its alternatives” and determined Peltz’s deal was in the best interest of the company’s shareholders.
But Brown said Thursday his firm was repeatedly denied any chance at meaningful engagement with his counterparts at Janus.
“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,” Brown said, calling Peltz an insider given his role on Janus’ board since 2022.
The new wave of acquisitions in the industry has included some unlikely names. Earlier this month, Schroders Plc agreed to a takeover by Nuveen, shocking many in the City of London.
For its part, San Antonio, Texas-based Victory Capital added more than $100 billion in assets under management in a deal last year to add Pioneer, the US business of France’s Amundi SA. And earlier this month, Brown predicted more to come.
“We continue to be extremely busy from an acquisition standpoint,” the CEO said on the firm’s earnings conference call. “In fact, I would say the busiest we ever have been.”
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