Janus Capital Group Inc. and Henderson Group plc complete Merger of Equals
Janus Henderson Group plc is a leading global active asset manager with a distinct brand, diverse geographic footprint, enhanced investment capabilities and client service
LONDON and DENVER, May 30, 2017 (GLOBE NEWSWIRE) — Janus Capital Group Inc. and Henderson Group plc today announce the completion of an all-stock merger of equals to form Janus Henderson Group plc (Janus Henderson). Concurrent with Henderson Group plc’s delisting from the London Stock Exchange, today Janus Henderson lists its shares on the New York Stock Exchange (NYSE) under the ticker symbol “JHG” (NYSE:JHG). Janus Henderson securities will also continue trading on the Australian Securities Exchange (ASX) on a deferred settlement basis up to the close of trading on 2 June 2017 under the code HGGDA, and on a normal settlement basis on and from 5 June 2017, with normal settlement trading in Janus Henderson securities on the ASX taking place under the ticker symbol “HGG” up to the close of trading on 9 June 2017. On and from 13 June 2017, Janus Henderson securities will trade on the ASX under the ticker symbol “JHG” (ASX:JHG). The group will market its products and services as Janus Henderson Investors with immediate effect.
Janus Henderson is a leading global active asset manager that:
- Manages assets under management (AUM) of approximately U.S.$331 billion (as at 31 March, 2017)1 with a market capitalization of approximately U.S.$6 billion
- Features significant scale, diverse products and investment strategies, and depth and breadth in global distribution
- Leverages Janus’s strength in the U.S. markets and Henderson’s strength in the U.K. and European markets, creating a truly global active asset manager with a diverse geographic footprint
- Expected attractive growth potential and annual run rate pre-tax net cost synergies of at least U.S.$110 million, should deliver compelling value for shareholders
1 Pro forma combined pre-merger figures of Janus Capital Group and Henderson Group, as at 31 March 2017. Combined AUM excludes U.S.$3 billion of Exchange-traded Notes as Janus Henderson is not the named advisor or subadvisor. Exchange rate used for translation from GBP to USD: 1.25
Andrew Formica, Janus Henderson’s Co-Chief Executive Officer, said: “At our core, Janus Henderson is focused on delivering for our clients. Our work together since announcement has reinforced our shared culture and aligned business goals. The breadth and depth of investment professionals and the broad array of talented colleagues gives us an enviable position to meet our clients’ needs.”
Dick Weil, Janus Henderson’s Co-Chief Executive Officer, said: “The combined firm, Janus Henderson, creates a truly global active asset manager that is well-positioned to succeed in the investment marketplace, with expanded product suites, greater financial strength and better talent, benefiting our clients, shareholders and employees.”
Confirmation of Board Changes
As previously announced on 20 March 2017, Janus Henderson confirms the resignation of Timothy How, Robert Jeens, Roger Thompson and Phil Wagstaff from the Board with immediate effect. Roger Thompson and Phil Wagstaff will continue as Chief Financial Officer and Global Head of Distribution, respectively, and will continue to be members of the Janus Henderson Executive Committee. Billie Williamson, Deborah Gatzek, J. Richard Fredericks and Arnold Pinkston will also resign from the Board of Janus Capital Group. Richard Gillingwater, Janus Henderson Group’s Chairman thanks them for their invaluable contributions to both companies.
In addition, Janus Henderson is pleased to confirm the appointment of Glenn Schafer, Richard Weil, Jeffrey Diermeier, Eugene Flood, Jr., Lawrence Kochard and Tatsusaburo Yamamoto to the Board with immediate effect.
As a result of these changes, the Janus Henderson Group Board of Directors is comprised of the following 12 directors:
- Richard Gillingwater – Chairman
- Glenn Schafer – Deputy Chairman
- Andrew Formica – Co-Chief Executive Officer
- Richard Weil – Co-Chief Executive Officer
- Sarah Arkle – Non-Executive Director
- Kalpana Desai – Non-Executive Director
- Jeffrey Diermeier – Non-Executive Director
- Kevin Dolan – Non-Executive Director
- Eugene Flood Jr. – Non-Executive Director
- Lawrence Kochard – Non-Executive Director
- Angela Seymour-Jackson – Non-Executive Director
- Tatsusaburo Yamamoto – Non-Executive Director
Change of Name
Pursuant to shareholder approval at the Extraordinary General Meeting on 26 April 2017, it is confirmed that the name of the company has today changed to Janus Henderson Group plc.
Amended Memorandum and Articles of Association
Pursuant to shareholder approval at the Extraordinary General Meeting on 26 April 2017, it is confirmed that the amended memorandum and articles of the Company came into effect today. The amended memorandum and articles of association are set out below at Schedule A.
Confirmation of de-Listing from the London Stock Exchange
It is confirmed that today, following the relevant notice period, the listing of Janus Henderson’s shares on the Official List has been cancelled and Janus Henderson shares have ceased trading on the main market of the London Stock Exchange.
Confirmation of Share Consolidation on a ‘10 to 1’ basis
Pursuant to shareholder approval at the Extraordinary General Meeting on 26 April 2017, it is confirmed that all shares in issue at 6.00pm on 26 May 2017 were consolidated. Under the share consolidation, every 10 ordinary shares with a nominal value of U.S.$0.15 were converted into one ordinary share of U.S.$1.50 and the same ratio was also applied to Chess Depositary Interests (CDIs) in Australia
Confirmation of Issue of Shares
Pursuant to shareholder approval at the Extraordinary General Meeting on 26 April 2017, it is confirmed that 87,220,743 ordinary shares (and additionally 1,184 aggregated fractions to be sold) with a nominal value of U.S.$1.50 each were issued to Janus stockholders in connection with the Merger.
As at 30 May 2017, Janus Henderson Group plc’s capital consists of 200,406,138 ordinary shares with a nominal value of U.S.$1.50 each with voting rights. Janus Henderson Group plc holds nil shares in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Janus Henderson Group plc.
Shares issued to Dai-ichi
Of the 87,220,743 ordinary shares (and additionally 1,184 aggregated fractions to be sold) with a nominal value of U.S.$1.50 each, which were issued to Janus stockholders in connection with the Merger, 17,168,922 shares were issued to Dai-ichi Life Holdings, Inc.
Under the Amended and Restated Investment and Strategic Cooperation Agreement between Dai-ichi and Janus Henderson, subject to certain limited exceptions, Dai-ichi may not transfer these shares without Janus Henderson’s written consent during the period up to and including 3 October 2019.
Dai-ichi also purchased 20 tranches of conditional options granted by Janus Henderson on 3 October 2016. Each tranche allows Dai-ichi to subscribe for or purchase 500,000 Janus Henderson ordinary shares at a strike price of 2,997.2 pence per share. The options are exercisable from closing of the Merger until 3 October 2018. In aggregate, if exercised at closing, the options sold to Dai-ichi would entitle them to purchase approximately 5% additional of the ordinary shares of Janus Henderson. The total amount Dai-ichi paid for the options was £19.8 million, which was payable on closing.
Co-Chief Executives’ Remuneration Arrangements
Both Andrew Formica and Richard Weil’s surviving terms of employment remain unchanged at Janus Henderson. Andrew Formica’s key terms of employment have been previously disclosed. A summary of Richard Weil’s key terms of employment are set out in Schedule B. The new Board of Janus Henderson will review the Co-Chief Executives’ remuneration in due course.
About Janus Henderson
Janus Henderson is a leading global active asset manager dedicated to helping investors achieve long-term financial goals through a broad range of investment solutions, including equities, quantitative equities, fixed income, multi-asset and alternative asset class strategies.
Janus Henderson has approximately U.S.$331 billion in assets under management (as of 31 March 2017), more than 2,000 employees and offices in 27 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX), and has a market capitalization of approximately U.S$6 billion.
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This announcement contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, results and business of Janus, Henderson and the combined business. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, subject to numerous assumptions, known and unknown risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made and investors and security holders are cautioned not to place undue reliance on any such forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual future results may differ materially from the results expressed or implied in these forward-looking statements and future results could differ materially from historical performance. Janus Henderson does not assume any duty and does not undertake to update forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, nor does Janus Henderson intend to do so, except as otherwise required by securities and other applicable laws. For any forward-looking statements made in this communication or in any documents, Janus Henderson claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Nothing in this announcement should be construed as a profit forecast.
To view Schedule A and Schedule B, please visit http://www.