Victory Capital abandons Janus Henderson bid, clearing path for Trian-led deal

By Manya Saini and Utkarsh Shetti

March 24 (Reuters) - Victory Capital VCTR.O said on Tuesday it had withdrawn its roughly $8.6 billion proposal to buy Janus Henderson JHG.N, exiting a drawn-out bidding war hours after Nelson Peltz's Trian Fund Management and General Catalyst raised their offer for the asset manager.

The contest for Janus had intensified in recent weeks, with Victory pressing what it described as a superior proposal even as the $493-billion company signaled its preference for the rival bid.

Trian and General Catalyst earlier on Tuesday raised their offer for Janus to $52 per share, valuing the asset manager at about $8 billion. The bid represented a roughly 25% premium to Janus' unaffected share price and was $3 per share higher than their previous offer.

Janus declined to comment on Victory Capital's withdrawal. Its shares, which closed at $52.10 on Tuesday, fell back to $51.39 in extended trading.

"As Victory Capital has consistently stated, it was only prepared to move forward with a negotiated, consensual transaction that had the full support of the Janus Henderson special committee," it said in a statement.

TENSIONS MOUNT BETWEEN SUITORS

Janus said earlier on Tuesday the deal with Trian and General Catalyst was the only proposal its special committee has determined to be capable of being completed.

The asset manager said the committee and advisers have held six meetings with Victory since it submitted its first proposal on February 26. "After six separate discussions, there is no escaping the reality: the Victory proposal is not and will never be actionable," it said.

Janus said key clients and distribution partners, including wealth management units at three of the world's largest banks, have told its special committee they would have significant reservations about maintaining ties if it enters a deal with Victory.

The banking clients, which account for 52% of revenue run-rate and 55% of assets under management, would need to consent for any deal to close.

Last week, Trian, Janus' largest shareholder with ​a 20.7% stake, had raised concerns about Victory's latest offer.

Victory fired back days later, saying Trian was making "efforts to blanket market with misinformation."

TRACKING THE BIDS

The bidding war for the asset manager highlights the pace of consolidation in the industry, shaped by fee pressure and the rise of low-cost passive investing, prompting firms to scale up through deals to stay competitive.

Last week, Victory had revised its offer to include a higher cash component. Its latest offer was $40 in cash and 0.25 of its shares for each Janus share, compared with an earlier proposal of $30 in cash and 0.35 of its shares.

Janus had agreed to a $7.4 billion all-cash buyout by Trian and General Catalyst in December, bringing to a close a more than five year activist campaign by the billionaire's hedge fund.

The transaction with Trian and General Catalyst remains on track to close by mid-2026, Janus said, adding that its annual shareholder meeting is scheduled for April 16, where it has recommended shareholders approve the deal.

"Trian and General Catalyst have already made significant progress toward closing and have a clear path to satisfying all outstanding conditions," Janus said.

Goldman Sachs is acting as a financial adviser to Janus' special committee.