United States $323 Billion Asset Manager Victory Capital to Buy UK $493 Billion Asset Manager Janus Henderson for $8.6 Billion in Cash & Share Deal Which is +16.2% Higher than $7.4 Billion Buyout Offer in 2025 December by United States Hedge Fund Billionaire Nelson Peltz $7 Billion Trian Fund Management & $35 Billion Investment Manager General Catalyst
28th February 2026 | Hong Kong
United States asset manager Victory Capital ($323 billion AUM) has announced to buy UK asset manager Janus Henderson ($493 billion AUM) for $8.6 billion in cash & share deal, which is +16.2% higher than $7.4 billion buyout offer in 2025 December by United States hedge fund billionaire Nelson Peltz Trian Fund Management ($7 billion AUM) & investment manager General Catalyst ($35 billion AUM). Announcement (26/2/26): “Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent another letter to the Special Committee of Janus Henderson Group plc’s (NYSE: JHG) (“Janus Henderson”) Board of Directors, delivering a fully financed, actionable proposal to acquire Janus Henderson on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds (“Trian”). Under the terms of this “best-of-both-worlds” proposal, Janus Henderson shareholders would receive total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on Victory Capital’s closing stock price as of February 25, 2026. This proposal represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and an approximately 16% premium to Janus Henderson’s currently contemplated transaction with Trian. Victory Capital strongly believes that its proposal constitutes a “Company Superior Proposal” under the Trian merger agreement due to its higher value and minimal execution risk. Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital. Accordingly, Victory Capital believes that the Special Committee should determine that the proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” and engage with Victory Capital as permitted under the merger agreement with Trian. Following the transaction, Janus Henderson shareholders are expected to own approximately 38% of the combined company, which would have a total enterprise value of approximately $16 billion.2 This would provide substantial potential upside as benefits from synergies and growth are realized, while also delivering significant upfront cash proceeds to Janus Henderson shareholders. A combination between Victory Capital and Janus Henderson would build on Victory Capital’s highly successful track record of acquiring and integrating investment firms into its platform, creating a global investment management business with exceptional diversification and distribution capabilities that is better positioned to compete at scale against the largest asset managers in the world. Additionally, Victory Capital’s proposal provides stability for clients as it intends to retain investment professionals, preserve the Janus Henderson brand and minimize disruption. Victory Capital’s November and December 2025 proposals to Janus Henderson’s Special Committee clearly provided superior value to Janus Henderson shareholders. Despite being the only credible, unaffiliated bidder, Victory Capital was not granted any meaningful engagement or any access to information that would have allowed the Company to further refine its proposal before Janus Henderson moved forward with an insider proposal. Victory Capital’s review of Janus Henderson’s and Trian’s public filings released after the announcement of the currently contemplated transaction with Trian has only strengthened Victory Capital’s conviction that it is uniquely positioned to deliver greater value to Janus Henderson and its shareholders.” In 2025 December, United States hedge fund billionaire Nelson Peltz Trian Fund Management ($7 billion AUM) & investment manager General Catalyst ($35 billion AUM) announced to buy UK asset manager Janus Henderson ($484 billion AUM) for $7.4 billion, representing 1.52% price on $484 billion AUM. The buyout include financing from Qatar Investment Authority (QIA), Sun Hung Kai & MassMutual. Janus Henderson was formed in 2017 with the merger of Janus Capital & Henderson Group. In 2025 October, Trian Fund Management & General Catalyst proposed to buy Janus Henderson ($472 billion AUM) for $7.2 billion, representing 1.5% price on $457 billion AUM.
“ United States $323 Billion Asset Manager Victory Capital to Buy UK $493 Billion Asset Manager Janus Henderson for $8.6 Billion in Cash & Share Deal Which is +16.2% Higher than $7.4 Billion Buyout Offer in 2025 December by United States Hedge Fund Billionaire Nelson Peltz $7 Billion Trian Fund Management & $35 Billion Investment Manager General Catalyst “
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Victory Capital – Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.
United States Hedge Fund Billionaire Nelson Peltz $7 Billion Trian Fund Management & $35 Billion Investment Manager General Catalyst to Buy UK $484 Billion Asset Manager Janus Henderson for $7.4 Billion Representing 1.52% Price on $484 Billion AUM, Buyout Include Financing from Qatar Investment Authority (QIA), Sun Hung Kai & MassMutual, Janus Henderson Formed in 2017 with Merger of Janus Capital & Henderson Group, Current Market Value at $7.3 Billion, Share Price +10.1% YTD, +11% Last 12 Months & +46.3% Last 5 Years
23rd December – United States hedge fund billionaire Nelson Peltz Trian Fund Management ($7 billion AUM) & investment manager General Catalyst ($35 billion AUM) have announced to buy UK asset manager Janus Henderson ($484 billion AUM) for $7.4 billion, representing 1.52% price on $484 billion AUM. The buyout include financing from Qatar Investment Authority (QIA), Sun Hung Kai & MassMutual. Janus Henderson was formed in 2017 with the merger of Janus Capital & Henderson Group. In 2025 October, Trian Fund Management & General Catalyst proposed to buy Janus Henderson ($472 billion AUM) for $7.2 billion, representing 1.5% price on $457 billion AUM. Announcement (22/12/25): “Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”, “JHG”, or the “Company”), Trian Fund Management, L.P. and its affiliated funds (“Trian”), and General Catalyst Group Management, LLC and its affiliated funds (“General Catalyst”), announced that they have entered into a definitive agreement under which Janus Henderson will be acquired by Trian and General Catalyst in an all-cash transaction at an equity value of approximately $7.4 billion. The investor group includes strategic investors Qatar Investment Authority and Sun Hung Kai & Co. Limited, among others, all of whom are excited to partner with the Company, its employees, and clients. Under the terms of the agreement, owners of shares not already owned or controlled by Trian will receive $49.00 per share in cash, representing an 18% 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. Trian, an investment firm with significant experience investing and operating in the asset management sector, currently owns 20.6% of the Company’s outstanding shares and has been a shareholder since 2020 with Board representation since 2022. General Catalyst is a global investment and transformation company with a focus on applying AI to enhance business operations. This will be one of several transactions that the Trian and the General Catalyst teams have accomplished together. As a private company, Janus Henderson would continue to be led by the current management team with Ali Dibadj as Chief Executive Officer and would maintain its main presence in both London, England, and Denver, Colorado. Shortly following receipt of the proposal from Trian and General Catalyst, the Janus Henderson Board of Directors formed a Special Committee, comprised of independent directors not affiliated with Trian or General Catalyst. The transaction was unanimously approved and recommended by the Special Committee after evaluating the transaction with Trian and General Catalyst and completing an extensive review process. Acting upon the recommendation of the Special Committee, the Board subsequently approved the transaction by unanimous vote … … The transaction is expected to close in mid-2026 and is subject to customary closing conditions, including receipt of applicable regulatory approvals, client consents, and approval by Janus Henderson’s shareholders. The transaction will be funded in part by investment vehicles managed by Trian and General Catalyst (the “Investor Group”), supported by financing commitments from global investors including, as mentioned above, Qatar Investment Authority and Sun Hung Kai & Co. Limited, as well as MassMutual, and others, along with the roll-over of shares of Janus Henderson currently held by Trian and related parties.”
John Cassaday, Chairman of the Board and Chairman of the Special Committee: “After careful review of the proposed transaction and its alternatives, we have determined that this transaction is in the best interest of Janus Henderson, its shareholders, clients, employees, and other stakeholders and delivers compelling certainty and cash value to our public shareholders at a meaningful premium to the unaffected share price.”
Ali Dibadj, Chief Executive Officer of Janus Henderson: “We are pleased with Trian’s and General Catalyst’s interest in partnering with us, which is a strong affirmation of our long-term strategy. During our 91-year history, Janus Henderson has been public and private at different times, and it has never lost focus on investing in a brighter future together for its clients and employees. With this partnership with Trian and General Catalyst, we are confident that we will be able to further invest in our product offering, client services, technology, and talent to accelerate our growth and deliver differentiated insights, disciplined investment strategies, and world-class service to our clients. This transaction is a testament to Janus Henderson employees globally who have executed on our strategy to Protect & Grow our core, Amplify our strengths, and Diversify where we have the right, putting our clients first – always.”
Nelson Peltz, Chief Executive Officer and Founding Partner of Trian: “Our team at Trian has successfully invested in and grown many iconic public and private companies over the years. As a significant shareholder of JHG with Board representation since 2022, we are proud of the Company’s performance in recent years led by Ali and his outstanding team. We see a growing opportunity to accelerate investment in people, technology, and clients. The partnership with General Catalyst allows us to bring our shared entrepreneurial spirit and complementary strengths across operational excellence and technological transformation to Janus Henderson. We look forward to working closely with Ali and the JHG team, as well as Hemant and the General Catalyst team, to build a category defining business.”
Hemant Taneja, Chief Executive Officer of General Catalyst: “We see a tremendous opportunity to partner with Janus Henderson’s leadership team to enhance the Company’s operations and customer value proposition with AI to drive growth and transform the business. We are also delighted to partner with Trian, with whom we share a long-term vision of success in creating additional value for Janus Henderson, a world-class organization.”
Mohammed Saif Al-Sowaidi, CEO of QIA: ”QIA is delighted to be part of this agreement to take Janus Henderson private. As a long-term financial investor, we look forward to collaborating with our partners at Trian and General Catalyst to drive Janus Henderson through the next phase of its impressive growth story.”
Janus Henderson Group – Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of September 30, 2025, Janus Henderson had approximately US$484 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide. The firm helps millions of people globally invest in a brighter future together. Headquartered in London, Janus Henderson is listed on the New York Stock Exchange.
Trian Fund Management – Founded in 2005, Trian Fund Management, L.P. (“Trian”) is a multi-billion dollar investment management firm. Trian is a highly engaged shareholder, bringing an entrepreneurial spirit, deep operational expertise, and an ownership mentality to its public and private investments. Leveraging the 50+ years’ operating experience of our Founding Partners, Nelson Peltz and Peter May, Trian seeks to invest in high quality companies with untapped potential. Trian works with management teams and boards to help companies execute operational and strategic initiatives designed to drive long-term shareholder value. For more: www.trianpartners.com
General Catalyst – General Catalyst is a global investment and transformation company that partners with the world’s most ambitious entrepreneurs to drive resilience and applied AI. We support founders with a long-term view who challenge the status quo, partnering with them from seed to growth stage and beyond. With offices in San Francisco, New York City, Boston, Berlin, Bangalore, and London, we have supported the growth of 800+ businesses, including Airbnb, Anduril, Anthropic, Applied Intuition, Commure, Glean, Guild, Gusto, Helsing, Hubspot, Kayak, Livongo, Mistral, Ramp, Samsara, Snap, Stripe, Sword, and Zepto.
United States Hedge Fund Billionaire Nelson Peltz $7 Billion Trian Fund Management & $35 Billion Investment Manager General Catalyst Propose to Buy UK $457 Billion Asset Manager Janus Henderson for $7.2 Billion Representing 1.5% Price on $457 Billion AUM, Janus Henderson Formed in 2017 with Merger of Janus Capital & Henderson Group, Current Market Value at $7.2 Billion, Share Price +7.5% YTD, +14.1% Last 12 Months & +90.7% Last 5 Years
28th October – United States hedge fund billionaire Nelson Peltz Trian Fund Management ($7 billion AUM) & investment manager General Catalyst ($35 billion AUM) have proposed to buy UK asset manager Janus Henderson ($472 billion AUM) for $7.2 billion, representing 1.5% price on $457 billion AUM. Janus Henderson was formed in 2017 with the merger of Janus Capital & Henderson Group. Janus Henderson current market value at $7.2 billion, with share price +7.5% YTD, +14.1% last 12 months & +90.7% last 5 years. Janus Henderson Group – Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of June 30, 2025, Janus Henderson had approximately US$457 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide. The firm helps millions of people globally invest in a brighter future together. Headquartered in London, Janus Henderson is listed on the New York Stock Exchange.
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