Janus Henderson Group plc Acquisition Agreement

Janus Henderson Group plc (the “Company”) has entered into an Agreement and Plan of Merger with Jupiter Company Limited (“Parent”) and Jupiter Merger Sub Limited (“Merger Sub”). Under this agreement, Merger Sub will merge with the Company, with the Company continuing as a wholly-owned subsidiary of Parent. Each outstanding ordinary share of the Company will be converted into $49.00 in cash. The agreement also details the treatment of outstanding restricted stock units (RSUs) and performance restricted stock units (PSUs), with vested awards and certain unvested awards being cashed out, and others converted into contingent cash awards with terms similar to the original awards. The consummation of the merger is subject to various conditions, including stockholder approval, absence of prohibitive laws or orders, antitrust clearance, and the satisfaction of other customary closing conditions. The agreement includes customary representations, warranties, and covenants from both parties, with provisions for termination and termination fees under specific circumstances. The transaction is financed through a combination of cash from an investor group, preferred equity, and debt financing, and is not subject to a financing condition. A related voting and rollover agreement has been entered into with a significant stockholder.