Robbins Arroyo LLP: Acquisition of Janus Capital Group Inc. (JNS) by Henderson Group plc (HGG) May Not Be in Shareholders’ Best Interests
Robbins Arroyo LLP is investigating the proposed acquisition of Janus Capital Group Inc. (NYSE: JNS) by Henderson Group plc (London: HGG). On October 3, 2016, the two companies announced a merger of equals pursuant to which the combined company will be named Janus Henderson Global Investors plc. Under the terms of the agreement, Janus shareholders will receive 4.7190 newly issued shares in Janus Henderson, the value of which is equivalent to $14.06 for each share of Janus common stock.
Is the Proposed Acquisition Best for Janus and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Janus is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $14.06 merger consideration represents a premium of only 0.4% based on Janus’ closing price on September 30, 2016. This premium is significantly below the average one-day premium of nearly 20.46% for comparable transactions within the past five years. Further, the $14.06 merger consideration is significantly below the target price of $16.00 set by analysts at J.P. Morgan and Jefferies on April 8, 2016 and January 29, 2016, respectively; $15.50 set by an analyst at Keefe, Bruyette & Woods on July 26, 2016; and $15.00 set by analysts at Credit Suisse and Goldman Sachs on August 30, 2016 and September 20, 2016, respectively. In the last three years, Janus traded as high as $18.98 on June 3, 2015, and most recently traded above the merger consideration – at $14.09 – on September 30, 2016.
On July 26, 2016, Janus reported strong earnings results for its second quarter 2016. Janus reported net income of $39.0 million, an 11.1% increase over the previous quarter of $35.1 million. Average assets under management during the second quarter 2016 were $189.3 billion compared with $180.2 billion during the first quarter 2016, a 5.0% increase.
In light of these facts, Robbins Arroyo LLP is examining Janus’ board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Janus shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Janus shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.
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