Janus Henderson in its $7.9 billion acquisition by Trian and General Catalyst

On March 24, 2026, Janus Henderson Group plc (NYSE: JHG) announced that Trian Fund Management, L.P. and its affiliated funds, General Catalyst Group Management, LLC and its affiliated funds and Janus Henderson entered into an amended merger agreement pursuant to which Trian and General Catalyst will acquire Janus Henderson for $52.00 per share in cash in a $7.9 billion transaction that provides shareholders with a 25% premium to the unaffected closing price of Janus Henderson shares on October 24, 2025, the last trading day before the initial Trian and General Catalyst proposal was made public.  The amended per share price reflects an additional $3.00 per share in cash obtained for shareholders by the Special Committee of the Janus Henderson Board of Directors relative to parties’ original agreement.  The original transaction was the largest asset management merger of 2025.

The amended agreement followed a series of unsolicited public acquisition proposals made by another asset management firm, Victory Capital, on February 26, 2026 and March 17, 2026.  On March 24, 2026, after thoroughly evaluating these unsolicited proposals, the Special Committee rejected for a second time the transaction proposed by Victory Capital, concluding that it presented an unacceptably high risk of non-consummation and was not actionable due to, among other defects, the significant risks in obtaining required shareholder approvals and satisfying Victory Capital’s required 75% client consent condition.

Victory Capital withdrew its proposal and terminated its campaign to acquire Janus Henderson eight hours after the Special Committee disclosed its rejection of the proposal and announced its amended merger agreement with Trian and General Catalyst.  This concluded one of the most high-profile takeover contests in recent memory.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to the Special Committee of the Janus Henderson Board of Directors.