201 Bishopsgate exterior

LONDON—Two of the world's largest asset management firms have agreed to combine in an all-stock merger. Henderson Group plc, headquartered here, and Denver-based Janus Capital Group Inc. will manage a combined US$320 billion of assets globally, with commercial property equities among their spheres of activity.

To be known as Janus Henderson Global Investors plc, the combined company will have a market capitalization of approximately US$6.6 billion. Its AUM by region on a pro forma basis will be approximately 54% in the Americas; 31% EMEA; and 15% in the Pan Asian region. It would have had pro format revenue of more than US2.2 billion and underlying EBITDA of approximately US$700 million for the year ended Dec. 31, 2015.

Andrew Formica and Dick Weil, the respective leaders of Henderson and Janus, will serve as co-CEOs of the new organization. The new company's board will comprise equal numbers of Henderson and Janus directors, with Henderson chairman Richard Gillingwater becoming chair of the combined board and Janus' Glenn Schafer becoming deputy chair.

“Henderson and Janus are well-aligned in terms of strategy, business mix and most importantly, a culture of serving our clients by focusing on independent, active asset management,” Formica says. “I look forward to working side-by-side with Dick, as we create a company with the scale to serve more clients globally, as well as the strength to meet their future needs and the growing demands of our industry.”

Weil calls the merger, which is expected to close in the second quarter of 2017, “a transformational combination for both organizations. Janus brings a strong platform in the US and Japanese markets, which is complemented by Henderson's strength in the UK and European markets. The complementary nature of the two firms will facilitate a smooth integration and create an organization with an expanded client-facing team and product suite, greater financial strength, and enhanced talent, benefiting clients, shareholders and employees.”

Dai-ichi Life, the largest Janus shareholder, has committed to vote in favor of the merger and believes the combination will further strengthen its global partnership with Janus Henderson Global Investors. When the merger closes, Dai-ichi will hold approximately 9% of the combined group and intends to further invest in the combined company to increase its ownership interest to at least 15%.

The combined company will be headquartered in London. “For a global business, London still acts as the best global financial center, or pivot, for a business that spans everything from Asia, Europe to the US,” Formica said on a conference call Monday. “London sort of sits in the middle of that.”

The New York Times quoted Formica as saying that Britain's referendum in June to leave the European Union, known as Brexit, was not a factor in the headquarters location decision. “At the end of the day, whenever the Brexit discussions conclude, the U.K. is going to remain a core and big financial market for our products, as will Europe,” he said. Over a 10- or 15-year time frame, “the Brexit debate is just a drop in the ocean.”

More than 300 of the industry's leading national investors, REITs, banks, private equity firms, asset management firms and other institutions will join us as we explore the market conditions behind the trends at this year's RealShare National Investment & Finance, scheduled for Oct. 5 and 6 at the Roosevelt Hotel in New York City. Learn more.

201 Bishopsgate exterior

LONDON—Two of the world's largest asset management firms have agreed to combine in an all-stock merger. Henderson Group plc, headquartered here, and Denver-based Janus Capital Group Inc. will manage a combined US$320 billion of assets globally, with commercial property equities among their spheres of activity.

To be known as Janus Henderson Global Investors plc, the combined company will have a market capitalization of approximately US$6.6 billion. Its AUM by region on a pro forma basis will be approximately 54% in the Americas; 31% EMEA; and 15% in the Pan Asian region. It would have had pro format revenue of more than US2.2 billion and underlying EBITDA of approximately US$700 million for the year ended Dec. 31, 2015.

Andrew Formica and Dick Weil, the respective leaders of Henderson and Janus, will serve as co-CEOs of the new organization. The new company's board will comprise equal numbers of Henderson and Janus directors, with Henderson chairman Richard Gillingwater becoming chair of the combined board and Janus' Glenn Schafer becoming deputy chair.

“Henderson and Janus are well-aligned in terms of strategy, business mix and most importantly, a culture of serving our clients by focusing on independent, active asset management,” Formica says. “I look forward to working side-by-side with Dick, as we create a company with the scale to serve more clients globally, as well as the strength to meet their future needs and the growing demands of our industry.”

Weil calls the merger, which is expected to close in the second quarter of 2017, “a transformational combination for both organizations. Janus brings a strong platform in the US and Japanese markets, which is complemented by Henderson's strength in the UK and European markets. The complementary nature of the two firms will facilitate a smooth integration and create an organization with an expanded client-facing team and product suite, greater financial strength, and enhanced talent, benefiting clients, shareholders and employees.”

Dai-ichi Life, the largest Janus shareholder, has committed to vote in favor of the merger and believes the combination will further strengthen its global partnership with Janus Henderson Global Investors. When the merger closes, Dai-ichi will hold approximately 9% of the combined group and intends to further invest in the combined company to increase its ownership interest to at least 15%.

The combined company will be headquartered in London. “For a global business, London still acts as the best global financial center, or pivot, for a business that spans everything from Asia, Europe to the US,” Formica said on a conference call Monday. “London sort of sits in the middle of that.”

The New York Times quoted Formica as saying that Britain's referendum in June to leave the European Union, known as Brexit, was not a factor in the headquarters location decision. “At the end of the day, whenever the Brexit discussions conclude, the U.K. is going to remain a core and big financial market for our products, as will Europe,” he said. Over a 10- or 15-year time frame, “the Brexit debate is just a drop in the ocean.”

More than 300 of the industry's leading national investors, REITs, banks, private equity firms, asset management firms and other institutions will join us as we explore the market conditions behind the trends at this year's RealShare National Investment & Finance, scheduled for Oct. 5 and 6 at the Roosevelt Hotel in New York City. Learn more.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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