Victory Capital Holdings, Inc. announced on March 24, 2026 that it has withdrawn its proposal to acquire Janus Henderson Group plc. The company had previously offered $56.84 per share for Janus Henderson, a figure that had been revised from earlier bids of $40.00 in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock. The withdrawal follows a series of bid attempts and reflects a reassessment of the deal’s value and strategic fit.
Janus Henderson’s Special Committee had rejected Victory Capital’s bid as “not actionable” and cited unacceptable closing risks. In the meantime, Janus Henderson entered into an amended acquisition agreement with Trian Fund Management and General Catalyst, which values the company at $52.00 per share and includes quarterly dividend provisions if the closing is delayed. The competing offer is therefore a lower price but offers a more straightforward path to completion.
Victory Capital’s Q4 2025 results showed adjusted earnings per share of $1.78, beating analyst expectations of $1.66 by $0.12. Revenue reached $374.1 million, slightly above forecasts, and adjusted EBITDA hit a record $197.5 million with a margin of 52.8%. The beat was driven by the integration of the Amundi U.S. business and the Pioneer Investments acquisition, which expanded the company’s product mix and distribution network while maintaining cost discipline.
In Q1 2025, Victory Capital reported adjusted EPS of $1.36 versus analyst estimates of $1.38, a miss of $0.02. Revenue was $219.6 million, also below expectations, but the adjusted EBITDA margin remained strong at 53.0%. The miss was attributed to modest demand weakness in certain segments, while the margin stability reflected effective cost control and a favorable product mix.
David Brown, Chairman and CEO, described 2025 as a “transformational year” driven by the Amundi partnership and Pioneer integration. He noted that the integration is close to complete and that the company is on track to reach a $110 million target in 2026. Regarding the Janus Henderson withdrawal, Brown said the company remains disappointed but maintains admiration for Janus Henderson’s business and that its acquisition strategy remains unchanged, focusing on transactions that enhance size, scale, product expansion, and global distribution.
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