Mirion Technologies Announces Completion of Business Combination with GS Acquisition Holdings Corp II
Mirion Technologies to list on the New York Stock Exchange on October 21, 2021 under the ticker symbols "MIR" and "MIRW"
Mirion Technologies, Inc. ("Mirion"), a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets, today announced that it has closed its previously announced business combination with GS Acquisition Holdings Corp II ("GSAH").
Upon completion of the transaction, which was approved by GSAH stockholders on October 19, 2021, GSAH changed its name to "Mirion Technologies, Inc." Mirion's Class A common stock and warrants are expected to begin to trade on the New York Stock Exchange ("NYSE") on October 21, 2021, under the ticker symbols "MIR" and "MIRW", respectively.
Thomas Logan, Chief Executive Officer of Mirion, commented, "Today marks a significant milestone for Mirion, as the capital raised through this transaction, paired with our new access to the public markets, will enable us to drive both organic and inorganic growth and execute on our product innovation strategy as we continue to expand globally. We look forward to driving long-term shareholder value by delivering leading detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets."
Tom Knott, Chief Executive Officer of GSAH, added, "We are very pleased to have closed our business combination with Mirion, which we believe to be a market-leading business with a-cyclical exposures, attractive organic growth, a demonstrable history of success integrating bolt-on M&A, and an experienced management team prepared to deliver long-term, sustainable returns to shareholders."
Prior to the closing of the business combination, Mirion was majority owned by Charterhouse Capital Partners LLP ("Charterhouse"), one of the longest established private equity firms operating in Europe, which first invested in Mirion in 2015.
Chris Warren, Partner at Charterhouse, remarked, "Mirion's robust growth in recent years is a testament to the dedication of the whole Mirion team. Having become the global leader in nuclear measurement, and following its strategic expansion into medical and life sciences, Mirion is well positioned to capitalise on a wide range of additional growth opportunities. We look forward to seeing Mirion's continued development and further accomplishments in years to come and wish Tom and his team the best of luck."
The transaction raised approximately $604 million from GSAH trust proceeds, $900 million from a fully committed common stock private placement (PIPE) and $830 million from a senior secured term loan financing. The foregoing reflects the fact that holders of approximately 5 million shares reversed their redemption status, increasing the GSAH trust proceeds expected to be available for the business combination by approximately $50 million since October 15, 2021. A portion of the proceeds will be used to pay $1.3 billion to existing Mirion stockholders, to refinance approximately $909 million of existing Mirion third-party debt and to pay certain transaction expenses.
About Mirion
Mirion Technologies is a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets. The organization aims to harness its unrivaled knowledge of ionizing radiation for the greater good of humanity. Many of the company's end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Headquartered in Atlanta (GA – USA), Mirion employs around 2,500 people and operates in 13 countries. For more information, and for the latest news and content from Mirion, visit Mirion.com. Prior to the closing of the business combination, Mirion was majority owned by Charterhouse Capital Partners LLP.
About GSAH
GS Acquisition Holdings Corp II (NYSE:GSAH) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. The company is sponsored by an affiliate of The Goldman Sachs Group, Inc. In June 2020, GSAH completed its initial public offering, raising $750 million from investors.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the listing of Mirion's securities on the New York Stock Exchange, Mirion's market leadership and the ability of Mirion to drive growth and long-term shareholder value, execute on its product innovation strategy and expand globally. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as "pro forma," "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When GSAH or Mirion discusses its strategies or plans, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH's or Mirion's management.
These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH's and Mirion's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability to maintain the listing of Mirion's securities on the New York Stock Exchange; (2) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (3) costs related to the business combination; (4) changes in applicable laws or regulations; (5) the possibility that Mirion may be adversely affected by other economic, business and/or competitive factors; (6) the outcome of any legal proceedings that have been or may in the future be instituted against GSAH, Mirion or any of their respective directors or officers; (7) the failure to realize anticipated pro forma results or projections and underlying assumptions; (8) future global, regional or local political, market and social conditions, including due to the COVID-19 pandemic; and (9) other risks and uncertainties indicated from time to time in the definitive proxy statement/prospectus of GSAH and Mirion, including those under "Risk Factors" therein, and other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by Mirion.
Forward-looking statements included in this release speak only as of the date of this release. Neither GSAH nor Mirion undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in Mirion's reports filed with the SEC and available at the SEC's website at http://www.sec.gov.
Disclaimer
This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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