Victory Capital has withdrawn its proposal to acquire Janus Henderson, ending a protracted bidding war. The decision came shortly after Trian Fund Management and General Catalyst increased their offer for the asset manager. Victory Capital’s initial proposal was valued at approximately $8.6 billion. Victory Capital is an asset management firm offering investment management and related services to institutions, corporations, and individuals. Janus Henderson is a global asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service.
The contest for Janus Henderson intensified recently, with Victory Capital promoting its proposal even as Janus Henderson signaled a preference for the rival bid. Trian and General Catalyst’s revised offer amounted to $52 per share, valuing Janus Henderson at about $8 billion. This represented a 25% premium to Janus Henderson’s unaffected share price and exceeded their previous offer by $3 per share. Janus Henderson declined to comment directly on Victory Capital’s withdrawal.
Victory Capital stated it was only willing to proceed with a negotiated transaction fully supported by the Janus Henderson special committee. Janus Henderson had previously indicated that the offer from Trian and General Catalyst was the only proposal its special committee deemed capable of completion. Janus Henderson reported holding six meetings with Victory Capital since the initial proposal in February, but key clients expressed reservations about a deal with Victory Capital, influencing the decision.
The bidding war highlights the growing consolidation in the asset management industry, driven by fee pressures and the rise of low-cost passive investing. Janus Henderson’s transaction with Trian and General Catalyst remains on track for completion by mid-2026, with a shareholder meeting scheduled for April 16 to approve the deal. Goldman Sachs is acting as a financial adviser to Janus Henderson’s special committee.
