===Janus Henderson (JHG) : unsolicited $57.04-per-share Victory Capital (VCTR) bid

•  Trian Fund Management (Trian) owns significant stakes in major public companies like GE Aerospace, Solventum Corp, Janus Henderson Group, Invesco, and Wendy's, often taking activist roles to improve performance; their portfolio is concentrated, focusing on large-cap value companies like Procter & Gamble, Mondelez, and Disney in the past, driving change through board seats and strategic collaboration rather than full ownership.  

Janus Henderson confirms receipt of unsolicited $57.04-per-share Victory Capital bid but continues to recommend shareholder approval of $49 Trian/General Catalyst deal

• Proposal was sent today to Janus Henderson’s special committee as an alternative to its existing Trian merger.
• Board’s special committee will evaluate the unsolicited, non-binding takeover proposal under the existing merger agreement.
• Victory Capital describes its fully financed cash-and-stock offer as a superior alternative to the existing Trian merger.

=====Rackspace Technology (RXT) reported earnings on Thur 26 Feb 26 (b/o)

 

Rackspace beats Q4 estimates and guidance with revenue $683M, guides 2026 revenue $2.6-$2.7B and non-GAAP operating profit up ~31% YoY

• Q4 2025 revenue $683M beat guidance, driven by stronger-than-expected public cloud performance.
• Non-GAAP EPS improved 50% YoY to -$0.01, while revenue was flat YoY at $682.8M (-0% YoY).
• Private cloud revenue $241M missed guidance as major health care contract ramped slower.
• Public cloud services revenue grew 28% YoY in Q4, with full-year services up 6%.
• 2026 revenue guided to $2.6–$2.7B, about 1% YoY decline at midpoint.
• Private cloud 2026 revenue outlook implies ~6% YoY growth, reversing years of declines.
• Public cloud 2026 revenue expected down ~6% YoY, mainly from exiting low-margin government contract.
• 2026 non-GAAP operating profit guided at $160–$170M, roughly 31% YoY growth.
• Company shifting from quarterly to annual guidance as large deals increase revenue timing volatility.
• AI platform-engineering model and Palantir partnership building pipeline, with 30 engineers scaling to 250.
• Balance sheet solid with $397M liquidity and $91M full-year free cash flow.
• Main concern: Execution risk ramping large regulated deals and managing public cloud contraction from major government-contract exit.
• Mixed quarter driven by strong public-cloud services and AI momentum, offset by private-cloud ramp delays and modest 2026 revenue-decline.

==Arcellx (ACLX) to be acquired by Gilead Sciences (GILD) for $115/share in cash

 

Arcellx to be acquired by Gilead Sciences (GILD) for $115/share in cash

• GILD announced that it has entered into a definitive agreement to acquire Arcellx (ACLX) for $115 per share in cash at closing and one contingent value right of $5 per share, which represents an implied equity value of $7.8 billion payable at closing. Arcellx is a biotechnology company focused on delivering a new class of innovative immunotherapies for patients with cancer and other incurable diseases.
• Kite, a Gilead company, and Arcellx have an existing collaboration to co-develop and co-commercialize Arcellx's lead pipeline candidate, anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for patients with multiple myeloma. Despite advancements in treatment, many patients with multiple myeloma eventually relapse and require additional lines of therapy. As disease progresses, patients often experience diminishing responses, increasing toxicity and fewer viable options, especially those who are heavily pretreated or unable to tolerate existing therapies.
• In clinical studies to date, anito-cel has demonstrated deep and durable responses with a predictable and manageable safety profile, addressing key challenges associated with current CAR T-cell therapies in multiple myeloma.
• The BLA for anito-cel as a fourth-line treatment for patients with relapsed or refractory multiple myeloma is supported by results from the Phase 1 study (NCT04155749) and the pivotal Phase 2 iMMagine1 study (NCT05396885) and has been accepted by the U.S. Food and Drug Administration with an anticipated Prescription Drug User Fee Act action date of December 23, 2026.
• The transaction was approved by both the Gilead and Arcellx Boards of Directors and is anticipated to close during the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares, the receipt of regulatory approvals and other customary offer conditions. Gilead currently owns approximately 11.5 percent of Arcellx's outstanding common stock.
• Under the terms of the merger agreement entered into in connection with the transaction, a wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellx's common stock that Gilead does not already own for an offer price of (1) $115 per share in cash, which represents a 68 percent premium to Arcellx's 30-day volume-weighted average share price as of February 20, 2026, plus (2) one non-transferable contingent value right that entitles the holder to receive an additional $5 per CVR upon the achievement of cumulative global net sales of anito-cel of at least $6.0 billion from launch through year-end 2029. If the tender offer is successfully completed, Gilead will acquire all remaining shares of Arcellx not tendered in the offer through a second step merger for the same consideration as is paid in the tender offer.
• Upon FDA approval of anito-cel, the proposed transaction is expected to be accretive to earnings per share in 2028 and thereafter.

===Enhabit (EHAB) to be acquired by Kinderhook Industries for $13.80 per share in approximately $1.1 billion all-cash deal

 

Enhabit, Inc. (NYSE: EHAB) operates as Enhabit Home Health & Hospice, a national provider of home health and hospice care in the United States. According to company disclosures and investor communications, Enhabit focuses on delivering patient care in the home setting through two reportable segments: Home Health and Hospice. The company’s team of clinicians supports patients and families where they are most comfortable, and its operations generate net service revenue from these care segments.

Geographic Footprint and Scale

Enhabit describes itself as a national home health and hospice provider with a footprint across multiple U.S. states. In its public news releases, the company notes a nationwide presence spanning hundreds of home health and hospice locations across dozens of states. For example, Enhabit has reported a footprint that includes more than 200 home health locations and more than 100 hospice locations across 34 states.