Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson

About this update from Victory Capital Holdings, Inc. Class A Common Stock

[{"type":"text","content":"\nTrian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportunity\n\n\nVictory Capital’s Exceptional Financial Performance Underscores Strong Fundamentals and Reinforces Ability to Generate Long-Term Value\n\n\n SAN ANTONIO--(BUSINESS WIRE)--\nVictory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today set the record straight on the actionability of its clearly superior proposal to acquire Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”).\n\n\nVictory Capital has put forward a proposal in which Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned which provides full value for Janus Henderson today plus 31% ownership in a stronger, more competitive asset management platform. This proposal represents total consideration of $57.05 per Janus Henderson share.1 In contrast, Trian is attempting to purchase Janus Henderson at $49.00 per share. That might be attractive to Trian, but it represents a lost opportunity for Janus Henderson shareholders, especially in light of Victory Capital’s proposal.\n\n\nThe clearly superior nature of Victory Capital’s proposal was underscored in analysis conducted by Janus Henderson’s own financial advisor, which clearly demonstrates the upside potential of Victory Capital’s proposal through pro forma value creation and increased share price across 34 of 36 potential scenarios identified by Janus Henderson’s advisor even prior to Victory Capital’s current improved proposal.2\n\n\nUnfortunately, to the detriment of Janus Henderson’s non-Trian shareholders, the public discourse around Victory Capital’s superior proposal is being littered with misinformation.\n\n\nRecent media reports have included statements from unnamed sources regarding Janus Henderson employees’ and clients’ purported views on the Victory deal. These statements are a clear attempt to manufacture uncertainty in the market around Victory Capital’s ability to close the proposed transaction with Janus Henderson.\n\n\nMeanwhile, the Special Committee of the Janus Henderson Board of Directors (the “Special Committee”) has yet to provide Victory Capital with the opportunity to share its perspective for the com...

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