Significant Updates:
- GS Acquisition Holdings Corp II expects all closing conditions
to be met to complete its business combination, subject to
stockholder approval
- A Special Meeting of GSAH II Shareholders is scheduled to be
held on October 19, 2021 at 10:00 a.m. ET; business combination is
expected to close on October 20, 2021, subject to final vote
GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH, GSAHU,
GSAHWS), a special purpose acquisition company, today announced
that it expects all conditions to be met, including minimum cash
proceeds, subject to stockholder approval, to complete its
previously announced business combination with Mirion Technologies
(“Mirion”), a global leader in radiation detection &
measurement technologies.
Based on the number of public shares submitted for redemption,
the transaction is expected to raise approximately $554 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. 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.
Tom Knott, Chief Executive Officer of GSAH, commented, “We are
pleased to see the broad investor support for this transaction.
Mirion is a high quality, defensive business with a long operating
history, strong and resilient cash flows, and multiple paths for
continued growth and margin expansion. We believe this transaction
will position Mirion well and we are excited about its future as a
public company.”
“On behalf of myself and the entire Mirion team, we are excited
to observe the early support for this transaction. Upon the closing
of the transaction, the capital raised, 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,” said Thomas Logan, Chief Executive
Officer of Mirion.
GSAH also announced today that the deadline for stockholders to
withdraw any election to have their shares redeemed in connection
with the Business Combination will be 5:00 p.m. Eastern Time on
Tuesday, October 19, 2021. Stockholders who wish to withdraw a
redemption request should contact GSAH’s transfer agent,
Continental Stock Transfer & Trust Company, by email at
mzimkind@continentalstock.com.
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 special meeting of GSAH stockholders (the “Special Meeting”)
is scheduled to occur at 10:00 a.m. Eastern Time, on October 19,
2021 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.
Subject to stockholder approval and satisfaction or waiver of
all closing conditions, GSAH and Mirion expect to close the
business combination on October 20, 2021.
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, the private placement and the debt
financing, and the level of redemptions by GSAH’s public
stockholders 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/20211018005499/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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