Victory Capital Submits Competing Bid to Acquire Janus Henderson for $57.04 Per Share

American asset manager Victory Capital Holdings Inc. has initiated a potential takeover battle by submitting a competing bid on Thursday to acquire London-based Janus Henderson Group Plc. The proposed price is $57.04 per share, significantly exceeding the value of a previously agreed deal with a consortium of Trian Fund Management and General Catalyst. That December transaction valued Janus Henderson at approximately $7.4 billion, or $49 per share in an all-cash deal. Victory Capital's offer is mixed: it consists of $30 in cash and a fixed exchange ratio of 0.350 Victory Capital shares for each Janus Henderson share. This value is based on Victory Capital's closing share price from Wednesday. The market reaction to this news was immediate and varied. Janus Henderson shares, listed on the New York Stock Exchange, gained between 4.8% to nearly 6% in premarket trading, reaching a level around $52.55. At the same time, Victory Capital's stock recorded declines ranging from 2.9% to 6%, which investors interpret as pricing in the risk associated with a potentially costly acquisition and share dilution. In a press release, Victory Capital emphasized that its offer provides „significantly higher value” than the transaction currently being considered with Trian. The company indicated that the proposal represents a 37% premium compared to Janus Henderson's share price from October 24th, prior to the announcement of Trian's offer, and a 16% premium compared to the terms of that agreement. The asset management industry has been undergoing a consolidation process for years, driven by pressure to lower fees, competition from cheap ETFs, and the need to achieve greater operational scale. Mergers such as Legg Mason's combination with Franklin Templeton in 2020 or Morgan Stanley's acquisition of Eaton Vance are examples of this trend. Within it, smaller or mid-sized management firms merge with larger entities to increase their efficiency and competitiveness.According to estimates presented by Victory Capital, upon successful completion of the transaction, Janus Henderson shareholders would own approximately 38% of the shares in the combined company. The estimated enterprise value of the new entity would reach around $16 billion, creating one of the larger players in the global asset management market. Janus Henderson, headquartered in London, is a well-known international manager with a strong position in the United States and Asia. Victory Capital, based in San Antonio, Texas, manages assets worth over $160 billion, specializing among other things in a multi-boutique model. It is unclear how Janus Henderson's board of directors will react to the new, higher offer. The agreement with Trian and General Catalyst, announced in December, may already contain exclusivity clauses or penalties for withdrawing from the deal. However, the start of a „bidding war” could force the original buyers to raise their offer or renegotiate terms, ultimately benefiting the shareholders of the target company. This situation illustrates the dynamic nature of the mergers and acquisitions market, where even preliminary agreements already in place can be challenged by the emergence of a more attractive competitor.