Victory Capital Holdings (NASDAQ:VCTR) issued a sharp rebuttal today against the Special Committee of Janus Henderson Group (NYSE:JHG), seeking to "set the record straight" regarding its $57.05 per share acquisition proposal.
The move marks an intensification of the bidding war for Janus Henderson, as Victory attempts to discredit a rival $49 per share bid from Trian Fund Management, which Victory characterized as a "misguided and manipulative" attempt to salvage an inferior deal for insiders.
The Victory Capital proposal consists of $40 in cash plus a fixed exchange ratio of 0.250 shares of Victory common stock for each Janus Henderson share.
This structure would result in Janus Henderson shareholders owning approximately 31% of the combined asset management platform.
Victory pointed to analysis conducted by Janus Henderson’s own financial advisors, which reportedly showed upside potential for the share price in 34 out of 36 identified scenarios, even before Victory recently improved the terms of its offer.
The public discourse has turned increasingly hostile, with Victory alleging that "unnamed sources" have manufactured uncertainty regarding client and employee sentiment to block the deal.
Specifically, Victory addressed media reports suggesting that major clients like Morgan Stanley and Citigroup were wary of the merger, stating that such institutions do not typically comment on pending transactions and that the reports do not reflect their corporate positions.
Victory further claimed that the Janus Henderson Special Committee has refused to allow them to present their vision directly to stakeholders, leading to a distorted view of the company's culture and operational plans.
For Janus Henderson shareholders, the choice has narrowed to a cash-certain exit from Trian or a higher-value, hybrid cash-and-stock deal from Victory that offers long-term participation in a larger scale platform.
Victory Capital remains adamant that its track record of integrating specialized investment franchises makes it the superior partner.
As the April proxy deadlines approach, the pressure is mounting on the Janus Henderson board to justify its rejection of the higher headline offer in favor of Trian’s lower-priced bid.