Trian and General Catalyst amend merger agreement with Janus Henderson to $52 per share

Trian Fund Management and General Catalyst Group Management amended their merger agreement with Janus Henderson Group plc (NYSE: JHG), increasing their acquisition offer to $52.00 per share in cash from the original $49.00 per share.

The buyers described the revised offer as their best and final proposal. The $52.00 per share price represents a 25% premium to Janus Henderson's closing price on October 24, 2025, the last trading day before the initial acquisition proposal became public.

Janus Henderson's board of directors unanimously approved the amendment to the merger agreement, acting on recommendation from the board's special committee. The board maintained its recommendation for shareholders to approve the transaction at the company's shareholder meeting scheduled for April 16, 2026.

The special committee and board determined that a competing unsolicited proposal from Victory Capital on March 17, 2026 presented unacceptable closing risk with highly uncertain financing and was not actionable.

Since the original proposal date, the S&P Composite 1500 Asset Management & Custody Banks Index declined 13.3% and the S&P 500 Financial Services Index fell 7.2%.

The transaction remains scheduled to close in mid-2026, subject to satisfaction or waiver of customary closing conditions. Upon completion, Janus Henderson will operate as a private company under Trian and General Catalyst ownership.

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