MutualFundWire.com: Brown Backs Down After Peltz Doubles Down

MutualFundWire.com

The insiders' edge for 40 Act industry executives!
an InvestmentWires' Publication

Wednesday, March 25, 2026

Brown Backs Down After Peltz Doubles Down

A bidding war appears to be officially over for a 2,000-employee, $493-billion-AUM*, publicly traded, multinational asset manager, as a $327.1-billion-AUM**, publicly traded, multi-boutique fund firm rival is backing off after another bidder doubled down.

Nelson Peltz
Trian Fund Management
Founding Partner, CEO

Yesterday afternoon, the team at San Antonio, Texas-based Victory Capital Holdings, Inc. (VCTR) [profile] publicly withdrew their hostile bid to buy London-based Janus Henderson Group plc (JHG) [profile], about eight hours after the Janus Henderson team revealed that its board of director' special committee has officially blessed a revised bid from Trian Fund Management, L.P. and General Catalyst Group Management, LLC. The new General Catalyst-Trian proposal offers $52 per JHG share, an extra $3 per share (6.1 percent) more than their prior bid for Janus Henderson, and includes a contingency for paying special dividends if regulatory approval delays cause the closing of the deal to get delayed beyond June 30.

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

Victory's about-face appears to clear the way for Trian and General Catalyst to take Janus Henderson private, pending approval by both regulators and JHG shareholders. A JHG shareholder meeting is scheduled for April 16.

"As we move forward, we remain on track to complete the Trian/General Catalyst transaction in mid-2026," the Janus Henderson Investors team writes in a letter to clients.

Ali Dibadj
Janus Henderson Investors
CEO, Board Member

In an internal memo, Ali Dibadj, CEO of Janus Henderson, updates his team about Victory's bidding exit and highlights his colleagues' "focus, determination, resilience, and togetherness" in the face of the uncertainty of the bidding war.

"Looking ahead, we remain incredibly excited to be moving forward with Trian and General Catalyst on our take-private transaction," Dibadj writes. "In partnership with them both, we will be able to further invest in our product offering, client services, talent, and technology to accelerate our growth and build for the future."

Meanwhile, the Victory team shared both their disappointment in "the process run by the Special Committee" at Janus Henderson and their "admiration for the Janus Henderson business and its talented investment professionals."

"Victory Capital pursued this opportunity precisely because it recognized Janus Henderson as a high-quality organization and potentially a compelling strategic fit," the Victory team states. "Victory Capital wishes Janus Henderson and its employees, clients and shareholders continued success."

The Victory team also reiterates their interest in further M&A, pursuing "the right opportunities at the right time."

"Victory Capital's acquisition strategy has not changed," the Victory team states. "The Company will continue to pursue transactions that increase the competitiveness of the company through size, scale, product expansion and distribution access throughout the world, building on a proven long-term track record of value-creating acquisitions."

Here's what we know about the timeline of the Janus Henderson-Victory fight, which has gone on for about four weeks. Victory made its unsolicited, cash-plus-stock bid for JHG public less than a month ago, on February 26. Dibadj pushed back, and on March 11 the JHG board unanimously rejected Victory's offer. The Victory folks submitted a revised bid on March 16, which the Janus Henderson special board committee promised to evaluate.

On March 18, the Janus Henderson team again publiclyurged JHG shareholders to vote in favor of the General Catalyst-Trian offer, describing that proposal as offering "immediate, certain value for Janus Henderson stockholders." On March 20, the Trian team publicly critiqued Victory's bid with a 33-page presentation. On Monday (March 23), the Victory team fired back, outlining "the clearly superior nature of Victory Capital's proposal." But after Trian and General Catalyst upped their offer a day later, with the support of JHG's board and special committee, Victory backed off.

*As of December 31, 2025.

**As of February 28, 2026.

Printed from: MFWire.com/story.asp?s=72291

Copyright 2026, InvestmentWires, Inc.
All Rights Reserved