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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version on businesswire.com: https://www.businesswire.com/news/home/20211020006043/en/
For investor inquiries: Brian Schopfer ir@mirion.com
For media inquiries: Phil Denning / Nora Flaherty E
MirionPR@icrinc.com
Patrick Scanlan Goldman Sachs & Co. LLC T +1
212-902-6164
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