Victory Capital has increased its offer for Janus Henderson, revising its $8.6 billion cash-and-stock proposal in an attempt to disrupt Janus Henderson’s existing take-private deal with Trian Fund Management and General Catalyst. This new proposal comes shortly after Janus Henderson rejected Victory Capital’s initial offer, citing concerns over closing risks and deeming it inferior to the all-cash deal with Trian. Victory Capital is an independent investment management firm operating globally. Janus Henderson Group is an asset manager that oversees US$493 billion in assets.
Victory Capital’s improved offer now includes $40 in cash and 0.25 of its shares for each Janus Henderson share, a considerable increase from the initial bid of $30 in cash and 0.35 of its shares. The company stated that the increased cash consideration offers greater certainty to Janus Henderson shareholders. However, Janus Henderson has stated that its special committee will evaluate the revised proposal and continues to recommend shareholders approve the Trian-led deal at the upcoming April meeting.
Industry experts suggest that Victory Capital’s revised offer may be difficult for Janus Henderson to reject. Aptus Capital Advisors, which owns shares in Victory, believes that Victory has a proven strategy for acquisitions where managers retain significant autonomy. Victory Capital contends that it is confident in achieving the necessary client consent threshold of 75%, citing its successful track record in previous acquisitions where client consent percentages exceeded 95%. They also addressed concerns regarding employee retention, assuring that they have retained key investment professionals in prior acquisitions.
In response to the updated offer, Janus Henderson shares experienced a 2.4% increase, while Victory Capital shares rose by 1.6%. Trian Fund Management and General Catalyst have yet to respond to requests for comment on the revised proposal. Victory Capital CEO David Brown stated that the firm disagrees with the risks associated with its proposal as previously cited by the Janus Henderson special committee.
