SEC Filing Summary for Janus Henderson Group PLC

On December 21, 2025, Janus Henderson Group plc (the "Issuer") entered into an Agreement and Plan of Merger with Jupiter Company Limited ("Parent") and Jupiter Merger Sub Limited ("Merger Sub"). The agreement outlines the acquisition of the Issuer by Parent through a merger, with the Issuer surviving as a wholly owned subsidiary of Parent. Each ordinary share will be converted into $49.00 in cash. Various stock units and awards will also be converted into cash payments or replacement awards. The consummation of the merger is subject to several conditions, including stockholder approval, regulatory approvals, and the absence of material adverse effects. The agreement includes customary representations, warranties, and covenants, as well as termination rights and fees for both parties. Trian Fund Management, L.P. and its affiliates, collectively holding 20.6% of the Issuer's shares, have entered into a voting and rollover agreement, committing to vote in favor of the merger and contributing a portion of their shares to Parent. The transaction is financed through a combination of equity from an investor group, preferred equity from MassMutual, and debt financing from multiple banks. The merger agreement also details provisions for the delisting and deregistration of the Issuer's shares from the NYSE post-merger.