Janus Henderson says Victory's offer not superior to Trian, General Catalyst deal

March 11 (Reuters) - Janus Henderson JHG.N said on Wednesday its board had determined that Victory Capital's VCTR.O proposal to buy the asset manager was not superior to the take-private deal with Nelson Peltz's Trian and General Catalyst.

San Antonio-based Victory last month made public its $8.6 billion offer for Janus, ratcheting up pressure on the company that had agreed to a $7.4 billion buyout by Trian and General Catalyst.

Victory's latest proposal is not actionable because it presents "significant closing risk and uncertain value", Janus said.

The company said there was significant uncertainty in obtaining the required 75% client consent threshold to close the proposed Victory deal.

"The special committee has received feedback from key Janus Henderson clients indicating they would have significant reservations about maintaining their relationships with Janus Henderson if it were to enter into a transaction with Victory," the company said.

Victory did not immediately respond to a Reuters request for comment. Janus shares dipped 1% in premarket trading.

Trian, which owns 20.7% of Janus stock, has also reiterated that it will vote against and solicit opposition to the Victory proposal, Janus said.

The company also said Victory had not offered to pay the $297 million termination fee if the Trian and General Catalyst deal is called off.

Janus reaffirmed its recommendation that shareholders vote to approve the Trian-led deal at the April meeting.