Mirion Technologies, Inc. (NYSE:MIR)(“Mirion”), a global
provider of detection, measurement, analysis and monitoring
solutions to the medical, nuclear, defense, and research end
markets, today announced the signing of a definitive agreement to
acquire Computerized Imaging Reference Systems, Inc. (“CIRS”), a
leading provider of medical imaging and radiation therapy phantoms
serving the medical industry.
CIRS specializes in the design, development and
commercialization of tissue equivalent medical imaging and
radiation therapy phantoms for the radiotherapy and
radio-diagnostic markets. The company is headquartered in Norfolk,
Virginia and serves a diverse and global customer base including
medical imaging and radiation therapy OEMs, and clinicians, with
approximately 80 employees.
CIRS, which will be integrated into Mirion’s Medical segment,
expects to generate Adjusted Revenue1 and Adjusted EBITDA1,2 of
approximately $16 million and $5 million, respectively, for the
calendar year 2022. In addition, Mirion expects CIRS margins to
improve via synergies over time as it leverages its global platform
to catalyze efficiency gains. The acquisition is anticipated to be
accretive to Mirion’s adjusted EBITDA margins, excluding one-time
costs related to the integration. The transaction is expected to
close in the fourth quarter of calendar year 2021 for a purchase
price of approximately $54 million, subject to the satisfaction of
customary closing conditions.
The critical technology of CIRS is used to:
- Calibrate and test diagnostic imaging and radiation therapy
equipment;
- Measure radiation dose in specific anatomical geometries;
- Maintain critical quality assurance standards; and
- Improve patient outcomes.
Mirion CEO Thomas Logan said, “I am pleased to welcome the CIRS
team to the Mirion family. We are excited to augment our medical
segment focus through the integration of CIRS’ product, software,
and services capabilities. Together, we will strive to improve
patient care and outcomes in both therapeutic and diagnostic
applications. This acquisition is part of our broader inorganic
growth strategy to add accretive, complementary businesses to
enhance our product portfolio and better serve our customers.”
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934.
Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “hope,” “intend,” “may,” “might,” “should,”
“would,” “will,” “understand” and similar words are intended to
identify forward looking statements. These forward-looking
statements include but are not limited to, statements regarding the
acquisition of CIRS, possible benefits, including synergies, of the
acquisition, the benefits of CIRS’ technology to Mirion and its
customers, Mirion’s inorganic growth strategy and Mirion’s medical
operations. There are a significant number of factors that could
cause actual results to differ materially from statements made in
this press release, including the risk that the acquisition may not
close at the expected time or at all, problems may arise in
integrating CIRS’ business and technology and that expected
benefits, operating results and synergies may not develop as
anticipated.
Additional risks and uncertainties that could affect the
forward-looking statements in this press release are included under
the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” set
forth from time to time in filings and reports we make from time to
time with the Securities and Exchange Commission, including our
registration statement on Form S-1 filed on October 27, 2021.
You should not rely on these forward-looking statements, as
actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of
such risks and uncertainties. All forward-looking statements in
this press release are based on information available to us as of
the date hereof, and we do not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were
made.
Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S.
GAAP, we believe non-GAAP measures are useful in evaluating our
operating performance, including Adjusted Revenue and Adjusted
EBITDA. We use this non-GAAP financial information to evaluate our
ongoing operations and for internal planning and forecasting
purposes. We believe that non-GAAP financial information, when
taken collectively, may be helpful to investors because it provides
consistency and comparability with past financial performance.
However, non-GAAP financial information is presented for
supplemental informational purposes only, has limitations as an
analytical tool, and should not be considered in isolation or as a
substitute for financial information presented in accordance with
GAAP. Other companies, including companies in our industry, may
calculate similarly titled non-GAAP measures differently or may use
other measures to evaluate their performance, all of which could
reduce the usefulness of our non-GAAP financial measures as tools
for comparison. Additionally, forward-looking non-GAAP financial
measures, such as Adjusted Revenue and Adjusted EBITDA, are
presented on a non-GAAP basis without reconciliations of such
forward-looking non-GAAP measures due to the inherent difficulty in
projecting and quantifying the various adjusting items necessary
for such reconciliations that have not yet occurred, are out of
Mirion’s control or cannot be reasonably predicted without
unreasonable effort.
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. 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.
About Computerized Imaging Reference Systems, Inc.
Computerized Imaging Reference Systems, Inc. (CIRS) was founded
in 1982 by Dr. Elias Zerhouni and is based in Norfolk, VA. CIRS
develops tissue simulation and medical phantom technology for the
radiation therapy and diagnostic imaging markets and has become a
recognized leader in medical quality (QA) solutions. For more
information, visit cirsinc.com.
____________________________ 1 CIRS Estimates. Adjusted Revenue
is defined as U.S. GAAP revenue adjusted to remove the impact of
purchase accounting on the recognition of deferred revenue.
Adjusted EBITDA is defined as net income before interest expense,
income tax expense, depreciation and amortization adjusted to
remove the effect of stock compensation expense, debt
extinguishment, foreign currency, purchase accounting on the
recognition of deferred revenue, the cost of revenues impact from
inventory valuation purchase accounting and certain other
non-operating expenses. 2 Adjusted EBITDA excludes synergies
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version on businesswire.com: https://www.businesswire.com/news/home/20211111005685/en/
For investor inquiries: Brian Schopfer ir@mirion.com
For media inquiries: Matthew Maddox
mmaddox@mirion.com
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