Victory Capital Holdings has issued supplemental disclosures to its proxy statement regarding the pending acquisition of First Eagle. This action is in response to two stockholder lawsuits filed in late October 2026, which allege the original proxy statement was materially incomplete and misleading. While the company believes the claims are without merit, it is providing the additional disclosures to avoid litigation-related delays and costs for the transaction.
Key Details
- Transaction Context: The disclosures relate to the previously announced acquisition of First Eagle for a base purchase price of $7.03 billion, with the merger agreement dated August 25, 2026.
- Litigation: Two stockholder lawsuits were filed on October 27 and 28, 2026, alleging negligent misrepresentation and concealment in the proxy statement filed for the acquisition.
- Company Action: Victory Capital is voluntarily supplementing the financial analyses section of the proxy statement but denies that any additional disclosure was legally required.
- No Change to Transaction Terms: The supplemental disclosures do not alter the merger consideration or the timing of the special stockholder meeting scheduled for November 17, 2026. The Board's recommendation to vote in favor of the deal remains unchanged.