Mirion Technologies announces the completion of its combination with GS Acquisition Holdings Corp II
Mirion Technologies will be listed on the New York Stock Exchange on October 21, 2021 under the symbols “MIR” and “MIRW”
ATLANTA, October 20, 2021– (COMMERCIAL THREAD) – Mirion Technologies, Inc. (“Mirion”), a leading provider of detection, measurement, analysis and monitoring solutions for the nuclear, defense, medical and medical end markets. Research, today announced the closing of its previously announced business combination with GS Acquisition Holdings Corp II (“GSAH”).
Upon completion of the transaction, which was approved by GSAH shareholders on October 19, 2021, GSAH changed its name to “Mirion Technologies, Inc.” Mirion’s Class A common shares and warrants are expected to begin trading. be traded on the New York Stock Exchange (“NYSE”) on October 21, 2021, under the ticker symbols “MIR” and “MIRW”, respectively.
Thomas Logan, CEO of Mirion, commented: “Today marks an important milestone for Mirion, as the capital raised through this transaction, coupled with our new access to public markets, will allow us to drive both organic growth and inorganic and execute on our product innovation strategy as we continue to expand globally. We look forward to driving long-term shareholder value by providing industry-leading sensing, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets. .
Tom Knott, CEO of GSAH, added: “We are very pleased to have finalized our combination with Mirion, which we believe to be a leading company in the market with acyclic exposures, attractive organic growth, a demonstrable success story. incorporating targeted mergers and acquisitions and an experienced management team ready to deliver sustainable, long-term returns to shareholders. “
Prior to the closing of the business combination, Mirion was majority owned by Charterhouse Capital Partners LLP (“Charterhouse”), one of the oldest private equity firms operating in Europe, which first invested in Mirion in 2015 .
Chris Warren, Partner at Charterhouse, said: “Mirion’s robust growth over the past few years is a testament to the dedication of the entire Mirion team. Becoming the world leader in nuclear measurement and following its strategic expansion in the medical and life sciences, Mirion is well positioned to capitalize on a wide range of additional growth opportunities. We look forward to seeing Mirion’s continued development and accomplishments in the years to come and wish Tom and his team the best of luck. “
The transaction raised approximately $ 604 million of GSAH trust proceeds, $ 900 million from a fully committed private placement of common shares (PIPE) and $ 830 million from senior secured term loan financing. rank. The above reflects the fact that holders of approximately 5 million shares have canceled their repurchase status, increasing the proceeds from the GSAH trust which is expected to be available for the business combination by approximately $ 50 million since the October 15, 2021. A portion of the proceeds will be used to pay $ 1.3 billion to existing Mirion shareholders, to refinance approximately $ 909 million of Mirion’s existing debt with third parties and to pay certain transaction fees.
Mirion Technologies is a leading provider of sensing, measurement, analysis and monitoring solutions for the nuclear, defense, medical and research end markets. The organization aims to harness its unparalleled knowledge of ionizing radiation for the greater good of humanity. Many of the company’s end markets are characterized by the need to meet stringent regulatory standards, design qualifications, and operating requirements. Based in Atlanta (GA – USA), Mirion employs approximately 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.
GS Acquisition Holdings Corp II (NYSE: GSAH) is a special purpose acquisition company incorporated for the purpose of effecting a merger, share purchase or similar business combination with one or more companies. The company is sponsored by a subsidiary of The Goldman Sachs Group, Inc. In June 2020, GSAH completed its IPO, raising $ 750 million from investors.
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 securities of Mirion on the New York Stock Exchange, on Mirion’s market leadership and Mirion’s ability to drive growth and long-term shareholder value, execute 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”, “have l ‘intention to’, ‘might’, ‘might’, ” plan ‘,’ possible ‘,’ potential ‘,’ anticipate ‘,’ plan ‘,’ should ‘,’ strive ‘,’ would ‘and expressions Similar statements 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 makes projections, forecasts and forward-looking statements Such statements are based on beliefs and assumptions made by and information currently available to the management of GSAH or Mirion.
These forward-looking statements involve significant risks and uncertainties which could cause actual results to differ materially from expected results. Most of these factors are beyond the control of GSAH and Mirion and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability to maintain 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, among other things, by competition, the ability of the merged company to grow and manage its growth profitably, to maintain relationships with customers and suppliers and retain its management and key employees; (3) costs associated with business combinations; (4) changes in applicable laws or regulations; (5) the possibility that Mirion will be affected by other economic, commercial and / or competitive factors; (6) the outcome of any legal proceedings which have been or may be brought in the future against GSAH, Mirion or any of their respective directors or officers; (7) failure to achieve anticipated pro forma results or projections and underlying assumptions; (8) future global, regional or local political, business and social conditions, including as a result of the COVID-19 pandemic; and (9) other risks and uncertainties indicated from time to time in the management circular / final prospectus of GSAH and Mirion, including those mentioned in the section “Risk Factors” and other documents filed or to be filed with the Securities and Exchange Commission (“” SEC “) by Mirion.
The forward-looking statements included in this press release speak only as of the date of this press release. Neither GSAH nor Mirion makes any commitment to update their 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 on the SEC’s website at http://www.sec.gov.
This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any jurisdiction in which any such offer, sale or exchange would be illegal prior to registration or qualification under the securities laws of such jurisdiction.
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