- Funds and accounts advised by T. Rowe Price Investment
Management, Inc. invest $150 million in Mirion to acquire
17,142,857 shares of Mirion common stock at $8.75 per share.
- Mirion intends to use approximately $125 million to pay down
debt, with a target net leverage ratio of ~3.1x by the end of 2023,
not inclusive of any potential M&A.
- In connection with the investment from T. Rowe Price funds and
accounts and the related repayment of indebtedness, Mirion is
increasing its Adjusted Free Cash Flow guidance for 2023 to a range
of $58 million – $78 million.
Mirion Technologies, Inc. (“Mirion,” "we" or the "company")
(NYSE: MIR), a global provider of radiation detection, measurement,
analysis and monitoring solutions to the medical, nuclear, defense,
and research end markets, today announced that it has agreed to
sell $150 million of shares of Class A common stock to certain
funds and accounts advised by T. Rowe Price Investment Management,
Inc. (“T. Rowe Price”), a global investment management
organization.
T. Rowe Price funds and accounts will acquire 17,142,857
registered shares of Mirion stock at $8.75 per share, the closing
price of the company’s Class A common stock on the New York Stock
Exchange on February 17, 2023. The transaction is expected to close
on Thursday, February 23, 2023, subject to customary closing
conditions. Mirion intends to use approximately $125 million to pay
down debt, while the remaining funds of approximately $25 million
(before transaction expenses) are anticipated to be used to fund
organic and inorganic growth opportunities.
Thomas Logan, Mirion’s Chief Executive Officer said, “We are
pleased to welcome T. Rowe Price Investment Management as a major
shareholder in Mirion. This strategic investment will enable us to
immediately strengthen our balance sheet through debt reduction. We
expect the combined benefit of debt reduction and decreased
interest expense to improve our net leverage ratio to approximately
3.1x by the end of 2023.”
The sale of shares will be made pursuant to a shelf registration
statement declared effective by the Securities and Exchange
Commission (the “SEC”) on November 28, 2022. A prospectus
supplement and accompanying prospectus relating to the placement
will be filed with the SEC in connection with the transaction.
Copies of these documents, as and when available, may be obtained,
free of charge, at the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Updated 2023 Guidance Mirion is updating its adjusted
free cash flow guidance, which was previously provided on February
14, 2023, as a result of the investment and the related repayment
of indebtedness. The company now expects adjusted free cash flow of
$58 million – $78 million for 2023, driven by lower interest
expense.
Additionally, other updated guidance assumptions include the
following:
- Net interest expense of approximately $60 million
(approximately $56 million of cash interest).
- Approximately 197 million shares of Class A common stock
outstanding, excluding Class B shares, warrants, and profits
interests.1
The company’s guidance contains forward-looking statements and
actual results may differ materially as a result of known and
unknown uncertainties and risks, including those set forth below
under the heading “Forward-Looking Statements.” In addition,
forward-looking non-GAAP financial measures 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, such as stock-based compensation expense,
amortization and depreciation expense and purchase accounting
adjustments, that have not yet occurred, are out of Mirion’s
control, or cannot be reasonably predicted. Accordingly,
reconciliations of our guidance for adjusted revenue, organic
adjusted revenue adjusted EBITDA, adjusted EPS and adjusted free
cash flow are not available without unreasonable effort.
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 anticipated closing of
the sale of shares of Class A common stock to T. Rowe Price
Investment Management, Inc., our future growth prospects, future
financial and operating performance, including our financial
guidance and outlook, our order book and backlog, our growth
strategy and positioning, market trends, including supply chain
hurdles, our competitive positioning, foreign exchange, interest
rate and inflation expectations, mergers, acquisitions,
divestitures and strategic investments, including completion and
integration of previously completed transactions, our future share
capitalization and any exercise, exchange or other settlement of
our outstanding warrants and other securities. There are a
significant number of factors that could cause actual results to
differ materially from statements made in this press release,
including2 changes in domestic and foreign business, market,
economic, financial, political and legal conditions, including the
Russia-Ukraine conflict and the relationship between the United
States and China; risks related to the public’s perception of
nuclear radiation and nuclear technologies; risks related to the
continued growth of our end markets; our ability to win new
customers and retain existing customers; our ability to realize
sales expected from our backlog of orders and contracts; risks
related to governmental contracts; our ability to mitigate risks
associated with long-term fixed price contracts, including risks
related to inflation; risks related to information technology
disruption or security; risks related to the implementation and
enhancement of information systems; our ability to manage our
supply chain or difficulties with third-party manufacturers; risks
related to competition; our ability to manage disruptions of, or
changes in, our independent sales representatives, distributors and
original equipment manufacturers; our ability to realize the
expected benefit from strategic transactions, such as acquisitions,
divestitures and investments, including any synergies, or internal
restructuring and improvement efforts; our ability to issue debt or
equity or equity-linked securities in the future; risks related to
changes in tax law and ongoing tax audits; risks related to future
legislation and regulation both in the United States and abroad;
risks related to the costs or liabilities associated with product
liability claims; our ability to attract, train and retain key
members of our leadership team and other qualified personnel; risks
related to the adequacy of our insurance coverage; risks related to
the global scope of our operations, including operations in
international and emerging markets; risks related to our exposure
to fluctuations in foreign currency exchange rates, interest rates
and inflation, including the impact on our debt service costs; our
ability to comply with various laws and regulations and the costs
associated with legal compliance; risks related to the outcome of
any litigation, government and regulatory proceedings,
investigations and inquiries; risks related to our ability to
protect or enforce our proprietary rights on which our business
depends or third-party intellectual property infringement claims;
liabilities associated with environmental, health and safety
matters; our ability to predict our future operational results;
risks associated with our limited history of operating as an
independent company; the impact of the global COVID-19 pandemic,
including the availability, acceptance and efficacy of
vaccinations, treatments and laws and regulations with respect to
vaccinations, on our projected results of operations, financial
performance or other financial metrics, or on any of the foregoing
risks. Further information on risks, uncertainties and other
factors that could affect our financial results are included in the
filings we make with the Securities and Exchange Commission (the
“SEC”) from time to time, including our Annual Report on Form 10-K,
our Quarterly Reports on Form 10-Q and other periodic reports filed
or to be filed with the SEC.
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.
Use of Non-GAAP Financial Information
We believe that the presentation of non-GAAP financial
information provides important supplemental information to
management and investors regarding financial and business trends
relating to our financial condition, and results of operations. For
further information regarding these non-GAAP measures, including
the reconciliation of these non-GAAP financial measures to their
most directly comparable GAAP financial measures, please refer to
the financial tables below, as well as the “Reconciliation of
Non-GAAP Financial Measures” section of this press release.
Basis of Presentation
As a result of the business combination (the "Business
Combination") effected by GS Acquisition Holdings Corp II ("GSAH"),
the company’s financial statement presentation distinguishes Mirion
Technologies (TopCo), Ltd (“Mirion TopCo”) as the “Predecessor”
until the closing date of the Business Combination, October 20,
2021 (the “Closing Date”). Mirion, which includes the combination
of Mirion TopCo and GSAH subsequent to the Business Combination, is
the “Successor” for periods starting from the Closing Date. As a
result of the application of the acquisition method of accounting
in the Successor period, the financial statements for the Successor
period are presented on a full step-up basis as a result of the
Business Combination, and are therefore not comparable to the
financial statements of the Predecessor period that are not
presented on the same full step-up basis due to the Business
Combination. Mirion adopted a calendar year fiscal year in
connection with the closing of the Business Combination.
Channels for Disclosure of Information
Mirion intends to announce material information to the public
through the Mirion Investor Relations website ir.mirion.com, SEC
filings, press releases, public conference calls and public
webcasts. Mirion uses these channels, as well as social media, to
communicate with its investors, customers, and the public about the
company, its offerings, and other issues. It is possible that the
information Mirion posts on social media could be deemed to be
material information. As such, Mirion encourages investors, the
media, and others to follow the channels listed above, including
the social media channels listed on Mirion’s investor relations
website, and to review the information disclosed through such
channels. Any updates to the list of disclosure channels through
which Mirion will announce information will be posted on the
investor relations page on Mirion’s website.
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 approximately 2,800 people and operates in 13
countries.
Reconciliation of Non-GAAP Financial Measures In addition
to our results determined in accordance with GAAP, we believe the
following non-GAAP measures are useful in evaluating our operating
performance. We use the following 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.
Investors are encouraged to review the related GAAP financial
measures and the reconciliation of these non-GAAP financial
measures to their most directly comparable GAAP financial measures
and not rely on any single financial measure to evaluate our
business.
Adjusted Free Cash Flow is defined as free cash flow
adjusted to include the impact of cash used to fund non-operating
expenses. We believe that the inclusion of supplementary
adjustments to free cash flow applied in presenting adjusted free
cash flow is appropriate to provide additional information to
investors about our cash flows that management utilizes on an
ongoing basis to assess our ability to generate cash for use in
acquisitions and other investing and financing activities.
Free Cash Flow is defined as U.S. GAAP net cash provided
by operating activities adjusted to include the impact of purchases
of property, plant, and equipment and purchases of badges.
1 Note: Should this clarify whether it includes / excludes
founder shares? 2 Note to Mirion: Is this the most current list of
forward-looking statements? Is anything expected to change in the
upcoming 10-K?
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230221005203/en/
For investor inquiries: Jerry Estes ir@mirion.com For
media inquiries: Matthew Maddox mmaddox@mirion.com
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