JNS Janus Capital Grp. Cmn Stk (delisted)

Janus Capital Group Inc. (“Janus”) (NYSE:JNS) today announced that Janus shareholders approved the agreement and plan of merger with Henderson Group plc (“Henderson”) (LSE:HGG) (ASX:HGG) dated as of October 3, 2016 with approximately 86.2 percent of shares outstanding cast in favor of the proposal. The approval is the result of a vote on the proposals identified in the definitive proxy statement/prospectus, dated March 21, 2017 during a special meeting of the shareholders held earlier this morning related to the proposed merger with Henderson. The corresponding Henderson shareholder vote will take place on April 26, 2017.

“We are pleased with the overwhelming support our shareholders have shown for the planned merger of Janus and Henderson,” said Glenn Schafer, Chairman of the Janus Capital Group Board of Directors. “Shareholders agree with the Board’s recommendation and recognize the tremendous value of a combined company. This significant growth opportunity for Janus will create one of the world’s leading global active asset managers.”

“The combination of Janus and Henderson accelerates both businesses' strategic objectives for growth, diversification, and the creation of a truly global active investment manager,” said Dick Weil, Chief Executive Officer of Janus Capital. “We are excited by the possibilities and look forward to what our united organizations will achieve together.”

As announced on October 3, 2016, the respective Boards of Janus and Henderson unanimously agreed to an all-stock merger of equals. The combination of these two complementary businesses is expected to create a leading global active asset manager with significant scale, diverse products and investment strategies, and depth and breadth in global distribution. The result will be an organization that is well-positioned to provide world-class client service, gain market share and further enhance shareholder value.

Upon closing of the merger, which is expected to occur on May 30, 2017, Henderson will be the parent holding company for the combined group and will be renamed Janus Henderson Group plc (“Janus Henderson”).  A holder of Janus common stock will be entitled to receive 4.7190 Henderson ordinary shares for each share of Janus common stock that it holds plus cash in lieu of any fractional shares based on then prevailing market prices, subject to the following adjustments.  Effective immediately prior to the closing of the merger, subject to Henderson shareholder approval, Henderson will implement a share consolidation of Henderson ordinary shares, at a ratio of one Janus Henderson ordinary share (or CDI, as applicable) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, so that at closing of the merger each Janus stockholder will receive 0.4719 Janus Henderson ordinary shares for each share of Janus common stock.  We expect that, subject to Henderson shareholder approval, Henderson ordinary shares will be delisted from the LSE, ordinary shares of Janus Henderson will be listed on the New York Stock Exchange under the ticker symbol ‘‘JHG’’, beginning on May 30, 2017, and the CDIs will remain quoted and traded on the financial market operated by Australian Stock Exchange under the ticker symbol ‘‘HGG’’ for a short period of time following closing of the merger and then under the new ticker symbol ‘‘JHG’’.

About Janus Capital Group Inc.

Janus Capital Group Inc. (JCG) is a global investment firm dedicated to delivering better outcomes for clients through a broad range of investment solutions, including fixed income, equity, alternative and multi-asset class strategies. It does so through a number of distinct asset management platforms, including investment teams within Janus Capital Management LLC (Janus), INTECH Investment Management LLC (INTECH), Perkins Investment Management LLC (Perkins) and Kapstream Capital Pty Limited (Kapstream), in addition to a suite of exchange-traded products. Each team brings distinct asset class expertise, perspective, style-specific experience and a disciplined approach to risk. Investment strategies are offered through open-end funds domiciled in both the U.S. and offshore, as well as through separately managed accounts, collective investment trusts and exchange-traded products. Based in Denver, JCG has offices located in 12 countries throughout North America, Europe, Asia and Australia. The firm had complex-wide assets under management and ETN assets totaling $204.7 billion as of March 31, 2017.

Contact

Investor Relations Contact:
John Groneman, 303-336-7466
john.groneman@janus.com

or

Media Contact:
Erin Passan, 303-394-7681
erin.passan@janus.com