# JANUS HENDERSON GROUP PLC (JHG) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_e089422327d2406cd0d4 · retrieved 2026-08-11T16:09:37.447Z

## Overview
Janus Henderson Group plc is an independent global asset manager specializing in investment management across all major asset classes; as of December 31, 2025, it had approximately $493 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide.

On December 21, 2025, Janus Henderson Group plc entered into an Agreement and Plan of Merger with Jupiter Company Limited (Parent) and Jupiter Merger Sub Limited (Merger Sub), both Jersey-incorporated entities. Under the merger agreement, Merger Sub will merge with and into Janus Henderson, with Janus Henderson surviving as a wholly owned subsidiary of Parent. Each outstanding ordinary share will be cancelled and converted into the right to receive $49.00 per share in cash, without interest. Parent was formed by funds associated with Trian Fund Management, L.P. and General Catalyst Group Management, LLC. The Trian Shareholder beneficially owned approximately 20.7% of the outstanding shares as of the measurement date and has agreed to roll over at least 24,750,000 shares. The special meeting of shareholders is scheduled for April 16, 2026, and requires approval by special resolution (at least two-thirds of votes cast).

## Terms
- Counterparty: Jupiter Company Limited (Parent); funds associated with Trian Fund Management, L.P. and General Catalyst Group Management, LLC · Deal value: $8.60B · Consideration: cash · Premium: 6.5% · Stake: 20.7% · Price/share: $49

## Key dates
- Announced 2026-02-26 · Record 2026-03-09 · Vote 2026-04-16 · Completed 2026-06-30

## Timeline
- 2026-02-26 · 425 (0001104659-26-020114): 425 - JANUS HENDERSON GROUP PLC — *Janus Henderson Group plc is a global investment management firm providing asset management and investment advisory services; Victory Capital Holdings, Inc. is an investment adviser managing diversified investment strategies.* Victory Capital Holdings, Inc. submitted a letter on February 26, 2026 to the Special Committee of Janus Henderson Group plc reiterating its interest to acquire JHG at $57.04 per share, consisting of $30.00 in cash consideration and a fixed exchange ratio of 0.350 Victory shares per JHG share (valued at $27.04). This proposal represents a 16% premium to the competing Trian Partners agreement announced December 22, 2025 at $49.00 per share, and a 37% premium to the unaffected stock price as of October 24, 2025. Victory's proposal implies an $8.6 billion equity purchase price and includes $5.5 billion in pro forma debt (including existing VCTR and JHG debt) plus $1.0 billion in preferred, yielding 3.3x unsynergized leverage that would reduce to 2.5x with $500 million in estimated cost synergies.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-020114.txt
- 2026-02-26 · 425 (0001104659-26-020103): 425 - JANUS HENDERSON GROUP PLC — *Victory Capital Holdings, Inc. is a diversified global asset management firm with $323.2 billion in total client assets as of January 31, 2026, serving institutional, intermediary, and individual clients through its Investment Franchises and Solutions Platform managing specialized investment strategies across traditional and alternative asset classes.* Victory Capital Holdings, Inc. sent a proposal on February 26, 2026 to the Special Committee of Janus Henderson Group plc to acquire Janus Henderson for total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 Victory Capital shares. The proposal represents a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025, and approximately 16% higher value than Janus Henderson's existing merger agreement with Trian Fund Management, L.P. 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. Victory Capital's proposal is fully financed with no financing contingency and includes improved terms compared to the Trian agreement, including a lower client consent closing condition (75% vs. 80%), a lower termination fee (3% vs. 4%), and full specific performance protection for Janus Henderson.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-020103.txt
- 2026-03-02 · 425 (0001104659-26-022302): 425 - JANUS HENDERSON GROUP PLC — *Victory Capital Holdings, Inc. is a diversified global asset management firm with $323.2 billion in total client assets as of January 31, 2026, serving institutional, intermediary, and individual clients through Investment Franchises and a Solutions Platform managing specialized investment strategies across traditional and alternative asset classes.* Victory Capital Holdings, Inc. (NASDAQ: VCTR) published an open letter from Chairman and CEO David C. Brown to Janus Henderson employees on March 2, 2026, urging the Special Committee of Janus Henderson to engage and discuss Victory Capital's proposal to acquire Janus Henderson. The letter outlines Victory Capital's business model emphasizing entrepreneurialism, ownership, investment autonomy, and employee focus, and highlights the company's commitment to retaining Janus Henderson's investment professionals and preserving the Janus Henderson brand. Victory Capital characterizes the combination as strategically superior to alternative options, positioning the combined company to compete at scale with enhanced resources, distribution capabilities, and opportunities for long-term value creation for employees.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-022302.txt
- 2026-03-04 · 425 (0001104659-26-023559): 425 - JANUS HENDERSON GROUP PLC — *Victory Capital Holdings, Inc. is an asset manager offering diversified investment products and services with operations in 60 countries and over $55 billion in assets outside the United States.* Victory Capital Holdings, Inc. made an unsolicited acquisition proposal to Janus Henderson Group plc on March 4, 2026, offering total consideration of approximately $54.15 per share, consisting of $30 per share in cash and the remainder in Victory Capital stock. The proposal would give Janus Henderson shareholders approximately 38% ownership of the combined company. This bid was positioned as superior to Trian Partners' existing offer of $49 per share in cash, and represents a 37% premium to the unaffected share price before Trian's announcement. Victory Capital stated it would realize approximately $500 million in synergies to manage leverage from the transaction.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-023559.txt
- 2026-03-05 · 425 (0001104659-26-024211): 425 - JANUS HENDERSON GROUP PLC — *Victory Capital Holdings, Inc. is an investment advice company that manages assets and competes in the asset management industry; it seeks to grow to one trillion dollars under management through acquisitions.* Victory Capital Holdings, Inc. has submitted a superior proposal to acquire Janus Henderson Group plc, competing against an existing agreement between Janus Henderson and Trian and General Catalyst. Victory's proposal offers Janus Henderson shareholders a majority of consideration in cash plus a 38% ownership stake in the combined company. Victory Chairman and CEO David C. Brown stated the company has submitted multiple proposals (one in November and two in December) and is urging Janus Henderson's special committee to engage in meaningful discussions. Brown indicated that all options remain on the table and that Victory believes it can achieve the necessary shareholder vote without Trian's support, characterizing the competing Trian offer as a financial transaction rather than a strategic combination.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-024211.txt
- 2026-03-11 · 425 (0001104659-26-026455): 425 - JANUS HENDERSON GROUP PLC — *Victory Capital is a diversified global asset management firm with $323.2 billion in total client assets as of January 31, 2026, serving institutional, intermediary, and individual clients through specialized investment strategies across traditional and alternative asset classes.* Victory Capital Holdings, Inc. (NASDAQ: VCTR) has submitted a fully financed, actionable acquisition proposal for Janus Henderson Group plc (NYSE: JHG), which the Janus Henderson Special Committee has rejected in favor of an inferior transaction with Trian. Victory Capital first submitted its superior proposal in November 2025 and reports that the Special Committee's engagement over the past four months consisted of only a single 32-minute conversation with Victory Capital's management team, scheduled hastily at the end of the Special Committee's review. Victory Capital states it has fully committed financing from two reputable global banks and remains fully committed to pursuing the transaction, asserting that it has a track record of acquiring and successfully integrating investment management businesses while preserving investment autonomy, client continuity, and brand strength.
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-026455.txt
- 2026-03-11 · DEFM14A (0001104659-26-026145): DEFM14A - JANUS HENDERSON GROUP PLC — *Janus Henderson Group plc is an independent global asset manager specializing in investment management across all major asset classes; as of December 31, 2025, it had approximately $493 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide.* On December 21, 2025, Janus Henderson Group plc entered into an Agreement and Plan of Merger with Jupiter Company Limited (Parent) and Jupiter Merger Sub Limited (Merger Sub), both Jersey-incorporated entities. Under the merger agreement, Merger Sub will merge with and into Janus Henderson, with Janus Henderson surviving as a wholly owned subsidiary of Parent. Each outstanding ordinary share will be cancelled and converted into the right to receive $49.00 per share in cash, without interest. Parent was formed by funds associated with Trian Fund Management, L.P. and General Catalyst Group Management, LLC. The Trian Shareholder beneficially owned approximately 20.7% of the outstanding shares as of the measurement date and has agreed to roll over at least 24,750,000 shares. The special meeting of shareholders is scheduled for April 16, 2026, and requires approval by special resolution (at least two-thirds of votes cast).
  https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-026145.txt
- 2026-06-30 · 8-K (0001104659-26-079401): 8-K FORM 8-K
  https://www.sec.gov/Archives/edgar/data/1274173/000110465926079401/tm2619303d2_8k.htm

## Citations
- 0001104659-26-020114 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020114
- 0001104659-26-020103 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020103
- 0001104659-26-022302 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926022302
- 0001104659-26-023559 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926023559
- 0001104659-26-024211 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926024211
- 0001104659-26-026455 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926026455
- 0001104659-26-026145 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926026145
- 0001104659-26-079401 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926079401