00:00Victory Capital Chairman and CEO Dave Brown saying all options are on the table as it faces off against Tryon
00:06and General Catalyst in a bid to buy Janice Henderson.
00:09I'm so pleased to say that Dave joins us now. Dave, thank you for joining the program.
00:13And look, you noted that you've been going after Janice Henderson since November, even though in December it already agreed
00:21to be bought by Tryon and General Catalyst.
00:24Why go after this target that is already promised to someone else?
00:29Well, thank you for having me, first of all.
00:31You know, we have a superior proposal.
00:34We have a proposal that pays the Janice shareholders a majority of the consideration in cash.
00:41And then we have an opportunity to offer the Janice shareholders 38 percent in the combined company, which is really
00:49a best of both worlds offer, where there's a lot of value that's going to be created.
00:54And we have a superior proposal and our goal today and has been is to have the special committee meaningfully
01:01engage with us.
01:02And as you said, you know, we put a proposal in in November, two in December, and we have had
01:08no meaningful engagement by the special committee.
01:14Why do you think that is, Dave?
01:17You know, I can't speculate.
01:19What I know is our offer offers a lot of value to the Janice shareholders.
01:25It allows them to participate in the value creation going forward.
01:30It is a strategic offer, and it's creating a highly competitive company that can compete against the largest asset managers
01:38in the world.
01:39And the offer they have on the table with try-in is simply a financial transaction.
01:46Right.
01:47Dave, if I can jump in, because you've said you want to get to $1 trillion under management.
01:53Why go after Janice specifically to a company whose committee is not engaging with you?
02:00What is it that's so special about Janice that this is the target for you?
02:05Well, first, I hope the special committee does the right thing and engages with us, given our latest proposal.
02:12Janice is a wonderful company.
02:14We know them well.
02:15They operate in the same markets we do.
02:18They sell to the same clients we do.
02:21They trade in the same markets we do.
02:23And this is a company that's very complementary to our company.
02:27And the opportunity to create a company where Janice, Henderson, and Victory come together would be one of the most
02:35compelling asset managers in the world and be able to compete at the most competitive points of sale.
02:45Very rarely do you get, you know, a hostile, unsolicited, whatever you may call it, Dave, take over in asset
02:50management.
02:51And that's because you have to eventually merge the two companies.
02:54And keeping talent is really, really important.
02:57If you are successful here, and let's say it ends up being a hostile process, how do you reconcile that?
03:04How do you make sure that you don't upset those in a company that you're trying to bring under your
03:10own very fold?
03:12First, this is not hostile.
03:14So, all we've done is submit a superior proposal and urging the special committee to engage with us to have
03:21discussions.
03:23You know, we've not heard from the Janice employees.
03:26We've only heard from the special committee by not engaging with us.
03:30And we have a long track record.
03:32We've done eight acquisitions over the last 12 years.
03:35We've created meaningful value for shareholders.
03:39We have high client retentions.
03:41We have, you know, we have a lot of things that we do that make our operating platform a really
03:48good place for employees, for clients.
03:52And, you know, we believe...
03:54Well, Dave, you say that this isn't hostile.
03:55If I can just jump in, because you also said that all our options are on the table.
04:00Doesn't that mean that this could turn into it?
04:03We're focused on engaging the special committee.
04:06I think they're, you know, we're hoping that they engage us.
04:11We're hoping they engage us in meaningful discussions.
04:13And, you know, from there, we'll figure out what we're going to do.
04:17But today, this is a superior proposal.
04:20And we're waiting for them to come back to us.
04:22And I don't want to get ahead of the process.
04:27Sure.
04:28I wonder, though, there just must be some degree where maybe you need to negotiate with Tryon Capital.
04:33They own 20%.
04:35All the deal presumably has to go through them.
04:38Is there a world in which you'd partner up with the firm?
04:43Well, again, I don't want to get ahead of the process.
04:46We've submitted a superior proposal.
04:48And we're hoping that the special committee comes back to us.
04:52There is a path to get the vote that we need to without Tryon's vote.
04:57It's a clearly superior proposal.
05:01And we think the Janus Henderson shareholders will overwhelmingly support it.
05:05Thank you, God.
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