The chiefs of an on-the-block asset manager and a would-be acquirer are taking the public fight over the target firm's future to a new level: directly appealing to the target's team.

On Monday (March 2), Dave Brown, chairman and CEO of Victory Capital Holdings, Inc. (VCTR) [profile], sent an open letter to the employees of Janus Henderson Group plc (JHG) [profile]. The next day (Tuesday, March 3), the Janus Henderson folks filed with the SEC a responding, internal memo that Janus Henderson CEO Ali Dibadj sent to "all colleagues" at his fund firm. (Separately, also on Monday, Victory EVP Tom Sipp revealed a key C-suite update; the hiring of former Envestnet president Molly Weiss as Victory's chief technology officer and head of digital innovation.)

As previously reported, on December 22 Dibadj unveiled a deal for activist investor Trian Fund Management and PE firm General Catalyst Group Management to take Janus Henderson private. Then on February 26, Brown publicly proposed a hostile Victory takeover of Janus Henderson as an alternative, while also revealing that he had already made three private bids (on November 24, December 8, and December 22) prior to the official revelation of the Trian-General Catalyst bid. Victory's latest bid includes cash and stock, and values Janus Henderson at about $8.6 billion, while the already-accepted-but-not-yet-closed General Catalyst-Trian bid of all cash values Janus Henderson at about $7.4 billion. (Both proposed deals would be partly financed through new debt.)

In his letter to the Janus Henderson team this week, Brown explains Victory's multi-boutique structure (which includes keeping investment teams autonomous and brands intact, while being backed by a centralized business platform), its "noncomplex revenue sharing program" for its boutiques (aka "investment franchises"), its encouragement of employee ownership through an equity awards program (with more than half of Victory employees now holding some company stock*), and more.

"I remain committed to continuing to build a global investment management business with exceptional product diversification, distribution capabilities and talented professionals — one that is well-positioned to compete at scale against the largest asset managers in the world," Brown writes. (On a pro forma basis, a Victory-Janus Henderson combination would boost Victory's AUM by 154 percent, to $813 billion.) "Bringing our two organizations together represents a significant opportunity to do this on an accelerated timeline and for you to participate in the long-term success of the combined organization in a meaningful way."

Dibadj, in his responding memo, calls on the Janus Henderson team to "please tune out the noise," dismissing Brown's letter as just that. Dibadj promises further communication after Janus Henderson's special board committee evaluate's Victory's proposal and makes "a well-considered decision."

"Although it is worth questioning the appropriateness and culture of a competitor that is making an unsolicited, non-binding proposal for our company to write an open letter to our employees, I wanted to address it," Dibadj writes. "Please recognize the letter for what it is, an attempt to put pressure on us all using very polite sounding words."

"I know I can count on you to display your usual professionalism and rise above this unfortunate tactic and continue to do what we do best — deliver for our clients," Dibadj adds.

*As of the end of 2025. 

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