Henderson Group plc (LSE:HGG) entered into an agreement to acquire Janus Capital Group, Inc. (NYSE:JNS) from Dai-ichi Life Holdings, Inc. (TSE:8750), T. Rowe Price Associates, Inc. and other shareholders in a merger of equals transaction for £2.9 billion on October 3, 2016. Under the terms of transaction, Henderson Group will issue 4.719 shares for every Janus Capital share. Option holders of Janus will receive the product of aggregate number of shares of Janus Common Stock for which such Janus Option was exercisable and the exchange ratio. Each Janus RSU Award will be converted into Henderson restricted share units by multiplying the number of shares of Janus common stock subject to such Janus RSU and the exercise price. Each Janus PSU Award will be converted into Henderson restricted share units by multiplying the number of shares of Janus Common Stock subject to such Janus RSU and the exchange ratio. Each Janus Restricted Share Award will be converted into a restricted Henderson Ordinary Share award. Pursuant to the transaction, Henderson and Janus shareholders are expected to own approximately 57% and 43% respectively in the combined entity. Dai-ichi will hold approximately 9% of the combined group. Janus Capital will operate as a wholly-owned subsidiary of Henderson Group. Subsidiaries of Janus Capital, INTECH and Perkins will be unaffected by the merger. Henderson Group will be renamed as Janus Henderson Global Investors plc. As of May 30, 2017, HGG changed its name to Janus Henderson Group plc. Henderson Group will delist its shares from the London Stock Exchange. The combined group will apply for listing on the NYSE and retain Henderson's existing listing on the ASX. As of May 30, 2017, HGG listed its shares on NYSE under the ticker symbol "JHG". On and from 13 June 2017, HGG securities will trade on the ASX under the ticker symbol “JHG” (ASX:JHG). As of May 30, 2017, the name of HGG changed to Janus Henderson Group plc and 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. Henderson Group and Janus Capital Group will each pay a termination fee equal to £26 million in cash, in case they terminate the transaction.

The Board of Directors of the combined entity will comprise of equal numbers of Henderson and Janus Directors, with Henderson Chairman Richard Gillingwater becoming Chairman of the combined Board and Janus' Glenn Schafer becoming Deputy Chairman. Andrew Formica, Chief Executive Officer of Henderson Group and Dick Weli, Chief Executive Officer of Janus Capital Group will lead Janus Henderson Global Investors plc. Enrique Chang will become Global Chief Investment Officer, Phil Wagstaff will become Global Head of Distribution, Bruce Koepfgen will become Head of North America, Rob Adams will become Head of Asia Pacific, Jennifer McPeek will become Chief Operating and Strategy Officer, Roger Thompson will become Chief Financial Officer, David Kowalski will become Chief Risk Officer and Jacqui Irvine will become Group General Counsel and Company Secretary. Roger Thompson and Philip Wagstaff will resign from the Henderson Group Board. Post acquisition, Timothy How and Robert Jeens will retire from the Board of Henderson Group. Sarah Arkle, Kalpana Desai, Kevin Dolan, Angela Seymour-Jackson, Glenn Schafer, Richard Weil, Jeffrey Diermeier, Eugene Flood Jr., Lawrence Kochard and Tatsusaburo Yamamoto will be appointed to the Janus Henderson Board. Dai-ichi will have a seat on the Janus Henderson Group Board. As of May 30, 2017, HGG confirmed the appointment of Glenn Schafer, Richard Weil, Jeffrey Diermeier, Eugene Flood, Jr., Lawrence Kochard and Tatsusaburo Yamamoto to the Board and the retirement of Timothy How, Robert Jeens, Roger Thompson and Phil Wagstaff from the Board with immediate effect.

The transaction is subject to approval of shareholders of Henderson Group plc in a meeting to be held on April 26, 2017 and shareholders of Janus Capital Group in a meeting to be held on April 25, 2017, approval of Financial Industry Regulatory Authority, Inc., effectiveness of registration statement, delisting of Henderson ordinary shares from the LSE, approval for listing on the NYSE of new shares, third party consents, approval of merger by Financial Conduct Authority and amongst others expiration of the waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and other customary conditions. Transaction is also subject to approval from FINRA, the Hong Kong Securities and Futures Commission and the Central Bank of Ireland. The transaction has been unanimously approved by the Board of Directors of Henderson Group and Janus Capital Group. Dai-ichi Life Holdings has committed to vote in favor of the transaction. As on November 23, 2016, the transaction has been approved by the federal trade commission. Primary regulatory approvals have been obtained. As of April 25, 2017, the transaction has been approved by the shareholders of Janus Capital Group. The transaction is expected to be completed on May 30, 2017. The transaction is expected to be double-digit accretive to Henderson Group and Janus Capital Group's earnings per share in the first twelve months following closing.

Damon Clemow and Edward Peel of Bank of America Merrill Lynch International Limited along with Robin Budenberg and Nick Reid of Centerview Partners UK LLP acted as financial advisors for Henderson Group. Matthew F. Herman, Simon Marchant, Paul Tropp, David Rouch, Oliver Lazenby, Sean Pierce, Carey Olsen LLP and Peter D. Lyons of Freshfields Bruckhaus Deringer LLP acted as legal advisors for Henderson Group. Loeb Spencer House Partners and David C. Hepp, Michael E. Hatchard, Scott Hopkins, Robert Stirling, Linda Davies, Danny Tricot, James Anderson, Ralph Arditi, Edward Gonzalez, Kevin Hardy, Erica Schohn and Kenneth Schwartz of Skadden, Arps, Slate, Meagher and Flop LLP ad affiliates acted as legal advisors to Janus Capital Group in the transaction. Andrew Walton of FTI Consulting and Rebecca Piercy of Honner acted as public relation advisors in the transaction. George R. Bason Jr., Michael Davis, Jon Gray, Mork Murdock, Mari Foster, Shinya Fujiwara, Simon Witty, Dan Hirschovits, Joseph Scrace and Michael Sholem of Davis Polk & Wardwell LLP acted as legal advisors for Dai-ichi Life Holdings, Inc. Alex Ding, Jared Smith, Jennifer Goh, Hugh Lyons, Stella Lee and Shaun Rich of Lander & Rogers acted as legal advisors for Henderson. Computershare Investor Services (Jersey) Limited and Computershare Investor Services Pty Limited acted as registrars to Henderson. Loeb Spencer House will receive a fee for its services based on a percentage of the value of the consideration, which is expected to be up to approximately $9 million (£7.01 million) and a fee of $0.75 million (£0.58 million) is payable upon the rendering of its opinion. KPMG Corporate Finance LLP acted as financial advisor to Henderson Group plc.

Henderson Group plc (LSE:HGG) completed the acquisition of Janus Capital Group, Inc. (NYSE:JNS) from Dai-ichi Life Holdings, Inc. (TSE:8750), T. Rowe Price Associates, Inc. and other shareholders in a merger of equals transaction on May 30, 2017.