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Trian Fund Management, L.P., General Catalyst Group Management, LLC, Sun Hung Kai & Co. Limited (SEHK:86) and Qatar Investment Authority completed the acquisition of 79.45% stake in Janus Henderson Group plc (NYSE:JHG).
Trian Fund Management, L.P., General Catalyst Group Management, LLC, Sun Hung Kai & Co. Limited (SEHK:86) and Qatar Investment Authority proposed to acquire additional 79.45% stake in Janus Henderson Group plc (NYSE:JHG) for $5.7 billion on October 26, 2025. Trian Fund Management, L.P., General Catalyst Group Management, LLC, Sun Hung Kai & Co. Limited and Qatar Investment Authority entered into an agreement to acquire additional 79.45% stake in Janus Henderson Group plc for $6.1 billion on December 21, 2025. As on March 24, 2026, Janus Henderson announced that Trian Fund Management, General Catalyst Group Management, LLC and its affiliated funds and the Company have amended their definitive agreement for the pending acquisition of Janus Henderson to increase the price to be paid to Janus Henderson shareholders to $52 per share in cash for $6.5 billion. A cash consideration valued at $46 per share will be paid by Trian Fund Management, L.P. and General Catalyst Group Management, LLC. As per the agreement dated December 21, 2025, A cash consideration valued at $49 per share will be paid to acquire the shares of Janus Henderson Group plc. As per the transaction Trian Fund Management, L.P. will roll over its shares held in Janus Henderson Group plc. The transaction will be financed from equity and debt financing from third parties.
The Board of Directors of Janus Henderson Group plc intended to form a special committee for the transaction. Proposed Transaction would be subject to the negotiation and execution of mutually acceptable definitive documentation. The transaction has been unanimously approved by board of directors of Janus Henderson Group plc. The transaction is expected to close in mid-2026 and is subject to customary closing conditions, including receipt of applicable regulatory approvals, Antitrust approvals, client consents, and approval by Janus Henderson’s shareholders. In case of termination from Janus Henderson Group plc side, Janus Henderson Group plc will pay $297.13 million to the investor group. In case of termination from investor group, the investor group will pay $222.85 million to Janus Henderson Group plc. Victory Capital Holdings, Inc. announced bid $57.04 per share consisting of $30 in cash and Fixed exchange ratio of 0.350 of a Victory share for each Janus Henderson share, reflecting $27.04 per Janus Henderson share. The board of Janus Henderson Group plc reaffirmed its commitment to offer and Board of Directors has again rejected an unsolicited, non-binding proposal from competitive bidder. As of March 11, 2026, Janus Henderson Group plc's Board of Directors acting on the unanimous recommendation of the Special Committee of the Board has determined by unanimous vote that the unsolicited, non-binding proposal received from Victory Capital Holdings, Inc. is not in the best interests of Janus Henderson and its shareholders. The Board of Directors of Janus Henderson Group plc has again rejected an unsolicited, non-binding proposal, and reaffirmed, by unanimous vote, its recommendation, based on the Special Committee’s comprehensive review that shareholders approve its merger agreement with Trian Fund Management, L.P. and General Catalyst Group Management, LLC at the Company’s shareholder meeting scheduled for April 16, 2026. The Merger Agreement Amendment was unanimously approved and recommended by the Special Committee. Acting upon the recommendation of the Special Committee, the Board subsequently approved the Merger Agreement Amendment by unanimous vote. Janus Henderson’s previously announced shareholders’ meeting remains scheduled for April 16, 2026. Under the terms of the Amendment, the termination fees payable by Janus Henderson Group plc has been increased from $297.13 million to $394 million and the fee payable by investor group has been increased from $222.85 million to $275.8 million. As of March 19, 2026, JPMorgan Chase is leading the sale of a $2 billion leveraged loan package tied to the planned acquisition of Janus Henderson Group Plc. The loan offering, aimed at supporting the $7.4 billion buyout, also includes refinancing existing debt and features $600 million in secured debt, $1 billion in convertible preferred, and $3.6 billion in common equity. As of April 6, 2026, Janus Henderson Group plc filed a supplement to the proxy statement for the special meeting to be held on April 16, 2026. On April 16, 2026, The transaction has received approval from the shareholders of Janus Henderson with an overwhelming 99.7% of votes cast were in favor of the transaction. The transaction is still expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents. As of June 2, 2026, Trian Fund Management, L.P. announced that it has commenced an offer to purchase for cash any and all of the outstanding 5.45% Senior Notes due 2034. The Offer is being made in connection with the proposed acquisition of Janus Henderson by funds affiliated with Trian and General Catalyst Group Management, LLC. As of June 18, 2026, Janus Henderson Group plc has secured the regulatory approvals and client consents required to complete its take-private transaction.
Goldman Sachs & Co. LLC is acting as the financial advisor and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acting as legal advisor to the Special Committee for $55 million advisors fee. Peter D. Serating and Patrick J. Lewis of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor and Centerview Partners acted financial advisor to Janus Henderson Group plc. Goldman Sachs & Co. LLC acted as fairness opinion provider to Janus Henderson Group plc. Jefferies Financial Group Inc. and Citigroup Inc. acted as financial advisors to Trian Fund Management, L.P., General Catalyst Group Management, LLC, Sun Hung Kai & Co. Limited (SEHK:86) and Qatar Investment Authority. William D. Regner, Kevin Schmidt, Sarah Jacobson, Molly Stockley, Ryan Rafferty, Frank Mitchell, Sarah Burke, Benjamin Pedersen, Morgan Hayes, Emily Huang, Christopher Dortschy, Sally Bergmann Hardesty, Marc Ponchione, Paul Laszlo, Peter Furci, Rafael Kariyev, Jennifer Wheater, Henry Lebowitz, Timothy McIver, Alan Davies,Dominic Blaxill,Jeff Robins, Tim Cornell,Timothy McIver,Rick Sofield, Henry Lebowitz of Debevoise & Plimpton LLP and Christian A. Atwood, P.C. and Marshall P. Shaffer, P.C. of Kirkland & Ellis LLP acted as legal advisors to Trian Fund Management, L.P. Morgan Stanley & Co. International plc acted as financial advisor to Janus Henderson Group plc. Janus Henderson has retained Innisfree to assist in the solicitation process. Janus Henderson will pay Innisfree a fee of approximately $0.09 million plus reimbursement of certain specified out-of-pocket expenses.
Trian Fund Management, L.P., General Catalyst Group Management, LLC, Sun Hung Kai & Co. Limited (SEHK:86) and Qatar Investment Authority completed the acquisition of 79.45% stake in Janus Henderson Group plc (NYSE:JHG) on June 30, 2026. As of the Effective Time, the name of the Surviving Company is “ Janus Henderson Group Ltd. ” On the Closing Date, the Surviving Company Board of Directors approved a change in the Surviving Company’s accounting period end from December 31 to June 30. The accounting year change will be effective July 1, 2026. Accordingly, the Surviving Company will file any reports required under applicable law based on its new June 30 accounting period end. In accordance with the terms of the Amended Merger Agreement, as a result of the Merger, each of John Cassaday, Brian Baldwin, Kalpana Desai, Kevin Dolan, Eugene Flood Jr., Josh Frank, Alison Quirk, Leslie F. Seidman, Angela Seymour-Jackson and Anne Sheehan resigned and ceased to be directors of the Company as of the Effective Time. In accordance with the terms of the Amended Merger Agreement, as a result of the Merger, each of Ali Dibadj, Sukh Grewal and Michelle Rosenberg became the directors of the Surviving Company as of the Effective Time.
