Dave Brown has officially started a bidding war for what would his biggest buy yet and one of the biggest asset management deals in recent years.

David C. "Dave" Brown Victory Capital Holdings, Inc. Chairman, CEO

Yesterday, Brown unveiled Victory Capital Holdings, Inc.'s [profile] (VCTR) own unsolicited proposal to buy another publicly traded fund firm: Janus Henderson Group plc [profile] (JHG). Victory's public offer (and a publicly revealed letter to Janus Henderson's board's special committee) comes four months after folks at Trian Fund Management and General Capital Group Management publicly proposed jointly taking Janus Henderson private, two months after the General Catalyst and Trian teams officially made their bid, ... and two, two-and-a-half, and three months after a prior trio of previously non-public Victory bids that Brown has now unveiled.

Ali Dibadj Janus Henderson Investors CEO, Board Member

San Antonio, Texas-based Victory is now officially offering $57.04 per share for London-based Janus, which breaks includes $30 in cash plus 0.35 VCTR shares per JHG share. That works out to about $8.6 billion in total (thanks to $4.1 billion in debt financing and the issuance of 53 million new Victory shares, as the offer exceeds Victory's own current market capitalization, of about $4.5 billion, by about 90 percent). That works out to a valuation of about 1.7 percent of Janus Henderson's AUM of $493 billion*. That compares with the already-accepted-but-not-yet-closed Trian-General Catalyst bid of $49 per share in cash, for a grand total of about $7.4 billion (which would also be partly financed with debt), which translates into about 1.5 percent of Janus Henderson's AUM.

Nelson Peltz Trian Fund Management Founding Partner, CEO

For their part, the Janus Henderson team publicly confirmed yesterday that that their board of directors' special committee has received "an unsolicited, non-binding proposal." Yet the Janus Henderson notice does not mention Victory at all, nor does it mention any details of Victory's bid, and the board notes that they've haven't changed or withdrawn their support for the General Catalyst-Trian bid. (The Janus Henderson team does promise that the committee will evaluate the new Victory bid, though.)

PJT Partners is advising Victory on the deal, while Willkie Farr & Gallagher LLP is providing legal counsel. (As previously reported, Goldman Sachs is advising Janus Henderson's special committee, Centerview is advising Janus Henderson, and Jefferies and Citi are advising Trian and General Catalyst, while Wachtell Lipton Rosen & Katz is counseling the committee, Skadden Arps Slate Meagher & Flom is counseling Janus Henderson, and Kirkland & Ellies and Debevoise & Plimpton are counseling General Catalyst and Trian.)

If Victory succeeds in buying Janus Henderson, it would (on a pro forma basis) more than double Victory's AUM, from $320 billion** to $813 billion. (That would be a 154-percent boost.) It would also turn Janus Henderson's shareholders into plurality owners of Victory, holding 38 percent. It would dwarf even 2025 Amundi U.S. acquistion, Victory's biggest deal to date thanks to the target's $119 billion in AUM. And it would increase Victory's outstanding debt load to $5.5 billion (versus $2.6 billion for Janus Henderson after the proposed Trian-General Catalyst buyout). The Victory team expects that, combined with Janus Henderson, they would have $4.5 billion in 2026 revenue and $2.2 billion in EBITDA.

In Brown's public letter to the special Janus Henderson board committee, he reveals plans, like in all prior Victory deals, to retain "substantially all Janus Henderson investment professionals." He also confirms that the Victory team plans to keep the Janus Henderson brand (perhaps within their multiboutique structure, which already includes at least 9 brands).

"Our past acquisitions also stand testimony to the fact that once businesses are brought onto the Victory platform, client experience and investment performance have not been disrupted," Brown writes. "In light of Victory’s successful long-term acquisition track record and plans to retain investment professionals, we do not believe that there is any meaningful risk of key employee attrition from our transaction. Further, we believe our revenue share-based compensation structure for investment professionals is highly attractive and a significant opportunity for investment professionals to participate in the success of the platform."

Brown, in his letter, also reveals that his team estimates that the Janus Henderson deal would lead to cost synergies of $500 million, "driven primarily by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication, and leveraging the economies of scale of the combined platform."

"Sources of synergies identified here are similar to those in Victory’s past acquisitions and are not likely to cause client concerns," Brown writes. "Our stellar track record for realizing synergies speaks for itself. In all past transactions, we have not only delivered on meaningful cost synergies but often exceeded what we initially planned. We have also realized meaningful revenue synergies in our previous acquisitions, which have resulted in material upside for shareholders."

"We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organizations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike. Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long-term upside through ownership of a stronger, more competitive organization," Brown states. "We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realization, and growth, as recently demonstrated by our acquisition of Pioneer. We firmly believe Janus Henderson stakeholders would similarly benefit from the strategic alignment and long-term value creation enabled by bringing our two firms together, and are ready to move forward expeditiously toward a transaction."

Brown also offers an explanation for Victory's now-hostile bid. The Victory team reveals that, on November 24, 2025, they privately and informally proposed a Janus Henderson deal in the $50 to $52 per share price range, then reaffirmed that in a revised proposal on December 8 and again on December 22, the latter shortly before Janus Henderson publicly revealed the definitive agreement with Trian and General Catalyst later that day.

"Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue. The letter we sent to the Special Committee today should clear up any misperception concerning the strength of our proposal and ability to complete a transaction," Brown states. "We believe it is important that both the Special Committee and Janus Henderson investors have correct and complete information about our compelling and actionable proposal. We are confident that a thorough evaluation will demonstrate that our proposal represents a superior alternative with minimal execution risk, and we urge the Janus Henderson Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders by promptly engaging with us."

"As described in the preliminary proxy statement filed by the Company in connection with the merger agreement, prior to the Company's entrance into the merger agreement, the Special Committee evaluated all proposals and determined none were actionable or superior to the merger contemplated by the merger agreement," the Janus Henderson team states.

*As of December 31, 2025.

**As of January 31, 2026. 

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