Significant Updates:
- GS Acquisition Holdings Corp II has filed a definitive proxy
statement / prospectus with the SEC
- A Special Meeting of GSAH II Shareholders will be held on
October 19, 2021 at 10:00 a.m. ET
- The business combination is expected to close on October 21,
2021, subject to the satisfaction of closing conditions
GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH, GSAHU,
GSAHWS), a special purpose acquisition company, and Mirion
Technologies, a global leader in radiation detection &
measurement technologies, announced today the filing of a
definitive proxy statement/prospectus with the U.S. Securities and
Exchange Commission (the “SEC”). GSAH also announced that it will
hold a special meeting of its stockholders (the “Special Meeting”)
on October 19th, 2021 at 10:00 a.m. ET to consider and approve the
proposed business combination (the “business combination”) with
Mirion Technologies, Inc. (“Mirion”).
Tom Knott, Chief Executive Officer of GSAH, commented, “We are
pleased to reach this significant milestone in the transaction
process, which will lead to Mirion becoming a public company upon
approval by GSAH stockholders and satisfaction of other closing
conditions. Mirion is a high quality, defensive business with a
long and profitable operating history, strong and resilient cash
flows, with multiple paths for continued growth and margin
expansion. We have never been more excited about the future of
Mirion and look forward to closing our planned business
combination.”
The definitive proxy statement/prospectus and a notice of voting
and instruction form or a proxy card related to the special meeting
is expected to be first mailed on or about September 30, 2021 to
GSAH stockholders of record as of September 23, 2021, the record
date for the Special Meeting. At the Special Meeting, stockholders
of GSAH will be asked to vote upon a proposal to approve the
business combination with Mirion and additional proposals related
to the business combination. The business combination, if approved
by GSAH’s stockholders, is expected to close on October 21, 2021,
subject to satisfaction or waiver of other closing conditions,
including certain regulatory approvals.
The Special Meeting is scheduled to take place on October 19,
2021 at 10:00 a.m., Eastern Time, and will be held exclusively in a
virtual format. Additional details regarding the proposals and the
Special Meeting are available in the definitive proxy
statement/prospectus relating to the Special Meeting. Stockholders
can view GSAH’s definitive proxy statement/prospectus at the link
here.
If you are a GSAH stockholder of record as of September 23,
2021, you may submit your vote before the Special Meeting in any of
the following ways:
- Use the toll-free number shown on your voting instruction
form;
- Visit the website shown on your voting instruction form to vote
via the Internet; or
- Complete, sign, date and return the proxy card in the
postage-paid envelope provided.
Stockholders of record can also vote their shares electronically
during the Special Meeting via live audio webcast by visiting
https://www.cstproxy.com/gsacquisitioncorpii/2021/. You will need
the control number that is printed on your proxy card to enter the
Special Meeting. GSAH recommends that you log in at least 15
minutes before the Special Meeting to ensure you are logged in when
the Special Meeting starts.
Upon completion of the business combination, GSAH will change
its name to “Mirion Technologies, Inc.” Following the consummation
of the business combination, Mirion’s Class A common stock and
public warrants are expected to begin trading on the New York Stock
Exchange under the symbols “MIR” and “MIRW”, respectively. The
business combination, which was first announced on June 17, 2021,
has been unanimously approved by the boards of directors of both
GSAH and Mirion’s parent company and is subject to the approval by
GSAH stockholders and other customary conditions, including certain
regulatory approvals.
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. Mirion is currently a
portfolio company of 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
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 estimated future financial performance,
financial position and financial impacts of the potential
transaction, the satisfaction of closing conditions to the
potential transaction and the private placement, the level of
redemptions by GSAH’s public stockholders and purchase price
adjustments in connection with the potential transaction, the
timing of the completion of the potential transaction, the
anticipated pro forma enterprise value and Adjusted EBITDA of the
combined company following the potential transaction, anticipated
ownership percentages of the combined company’s stockholders
following the potential transaction, and the business strategy,
plans and objectives of management for future operations, including
as they relate to the potential transaction. 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, including as they relate to the potential transaction, 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) GSAH’s ability to complete the potential
transaction or, if GSAH does not complete the potential
transaction, any other initial business combination; (2)
satisfaction or waiver (if applicable) of the conditions to the
potential transaction, including with respect to the approval of
the stockholders of GSAH; (3) the ability to maintain the listing
of the combined company’s securities on the New York Stock
Exchange; (4) the inability to complete the private placement; (5)
the risk that the proposed transaction disrupts current plans and
operations of GSAH or Mirion as a result of the announcement and
consummation of the transaction described herein; (6) the ability
to recognize the anticipated benefits of the proposed transaction,
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; (7) costs related to the
proposed transaction; (8) changes in applicable laws or regulations
and delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to
complete the potential transaction; (9) the possibility that GSAH
and Mirion may be adversely affected by other economic, business,
and/or competitive factors; (10) the outcome of any legal
proceedings that may be instituted against GSAH, Mirion or any of
their respective directors or officers, following the announcement
of the potential transaction; (11) the failure to realize
anticipated pro forma results or projections and underlying
assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; (12) future
global, regional or local political, market and social conditions,
including due to the COVID-19 pandemic; and (13) other risks and
uncertainties indicated from time to time in the definitive proxy
statement of GSAH, including those under “Risk Factors” therein,
and other documents filed or to be filed with the Securities and
Exchange Commission (“SEC”) by GSAH.
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 GSAH’s
reports filed with the SEC and available at the SEC’s website at
http://www.sec.gov.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed business combination, a
registration statement on Form S-4 (the “Form S-4”) was filed by
GSAH with the SEC and has been declared effective. The Form S-4
includes a proxy statement in connection with the solicitation of
proxies for the vote by GSAH’s stockholders in connection with the
proposed business combination and other matters as described in the
Form S-4, as well as a prospectus relating to the offer of the
securities to be issued in connection with the completion of the
proposed business combination. GSAH and Mirion urge investors,
stockholders and other interested persons to read the Form S-4,
including the proxy statement/prospectus, as well as other
documents filed with the SEC in connection with the proposed
business combination, as these materials contain important
information about GSAH, Mirion and the proposed business
combination. GSAH’s stockholders are also able to obtain copies of
such documents, without charge at the SEC’s website at
http://www.sec.gov, or by directing a request to:
IR-GSPCS@gs.com.
Participants in the Solicitation
GSAH and Mirion, and their respective directors and officers,
may be deemed participants in the solicitation of proxies of GSAH
stockholders in connection with the proposed business combination.
GSAH’s stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of GSAH in GSAH’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2020, which was filed with the SEC
on May 17, 2021.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to GSAH’s
stockholders in connection with the proposed business combination
and other matters to be voted upon at the special meeting is set
forth in the proxy statement/prospectus for the proposed business
combination. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed business combination is included in the proxy
statement/prospectus that GSAH has filed with the SEC.
Disclaimer
This press release relates to the proposed business combination.
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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version on businesswire.com: https://www.businesswire.com/news/home/20210930005327/en/
For investor inquiries, please contact: GS Acquisition
Holdings Corp II Please email: IR-GSPCS@gs.com
For media inquiries, please contact: Phil Denning / Nora
Flaherty E MirionPR@icrinc.com
Patrick Scanlan Goldman Sachs & Co. LLC T +1
212-902-5400
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