Victory Capital goes public with $8.6 billion rival bid for Janus Henderson

Industry:    1 day ago

Victory Capital went public with its $8.6 billion offer for Janus Henderson on Thursday, ratcheting up pressure on the asset manager that previously agreed to a $7.4 billion buyout by Nelson Peltz’s Trian and General Catalyst.

Victory offered $30 in cash and 0.350 of its shares for each share of Janus for a value of $57.04 per share that would create a money manager with more than $800 billion in assets.

The Trian-led December proposal valued Janus’ shares at $49 each.

The possibility of a bidding war comes as consolidation accelerates in the asset management industry, fueled by many firms’ desires for a larger, global presence to attract investor cash. San Antonio-based Victory has made several buys in recent years, including the asset management arm of veterans-focused financial services provider USAA in 2019.

Janus shares rose nearly 6% in afternoon trading, while Victory’s stock fell more than 7%.

Victory went public with its offer after submitting multiple bids in November and December that did not yield any engagement from Janus’ board, it said.

Janus and Trian have not yet commented on Victory’s proposal. They did not respond to Reuters’ requests for comment on Thursday.

Janus in December said it had agreed to a takeover by Trian and General Catalyst after a five-year push by Peltz that began as an activist campaign. The company had struggled with investor outflows and internal disputes since its 2017 formation through the merger of Henderson Group and Janus Capital.

RIVAL PUSHES “SUPERIOR” BID

Victory said its offer is “superior” to Trian’s, noting a premium consistent with recent industry deals, such as Nuveen’s pending acquisition of Schroders. The combined group would have an enterprise value of $16 billion.

The latest proposal values Janus Henderson at 12.5 times 2026 earnings, higher than the 11 times Trian initially offered, according to Evercore analysts.

Victory added its proposal was fully financed through commitments from two investment banks. One source familiar with Victory’s thinking said its USAA acquisition in 2019 gave it the confidence to successfully integrate with Janus.

Victory still would require Janus’ independent board committee that reviews deals to bless it formally as a “superior proposal,” which would allow Janus to end its agreement with the Trian group and enter negotiations with Victory. But Trian owns a meaningful chunk of Janus stock – about 20.7%, according to data provider LSEG.

PJT Partners is advising Victory Capital on the proposed transaction.

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