Mirion ("we" or the "Company") (NYSE: MIR, MIR.WS), a global
provider of radiation detection, measurement, analysis and
monitoring solutions to the medical, nuclear, defense, and research
end markets, today announced that it will redeem all of its
publicly traded warrants to purchase shares of Class A common
stock, par value $0.0001 per share (the “Common Stock”), that
remain outstanding at 5:00 pm New York City time on Monday, May 20,
2024 (the “Redemption Date”), for a redemption price of $0.10 per
warrant (the “Redemption Price”).
Mirion has directed its warrant agent, Continental Stock
Transfer & Trust Company (the “Warrant Agent”) or its
authorized information agent, to deliver a notice of redemption
(the “Notice of Redemption”) to the registered holders of
outstanding warrants pursuant to the Warrant Agreement, dated as of
June 29, 2020 (the “Warrant Agreement”), by and between Mirion
(f/k/a GS Acquisition Holdings Corp II) and the Warrant Agent.
Under the Warrant Agreement, Mirion is entitled to redeem its
public warrants at a redemption price of $0.10 per warrant if the
last sale price of the Common Stock equals or exceeds $10.00 per
share on the trading day before the Company issues the notice of
redemption (the “Stock Price Condition”), among other
conditions.
The stock price condition was satisfied on April 17, 2024, the
day before the Notice of Redemption is being sent to warrant
holders. Warrants to purchase Common Stock that were issued under
the Warrant Agreement in a private placement simultaneously with
Mirion’s (f/k/a GS Acquisition Holdings Corp II) initial public
offering and still held by the initial holders thereof or their
permitted transferees are not subject to the Notice of
Redemption.
Exercise Procedures and Deadline for Warrant Exercise
Warrant holders may continue to exercise their warrants to
purchase shares of Common Stock until immediately before 5:00 p.m.
New York City time on the Redemption Date. Holders may exercise
their warrants and receive Common Stock (i) in exchange for a
payment in cash of the $11.50 per warrant exercise price, or (ii)
on a “cashless” basis in which case the exercising holder will
receive a number of shares of Common Stock determined under the
Warrant Agreement based on the redemption date and the redemption
fair market value, as determined in accordance with the Warrant
Agreement. The “fair market value” is based on the average last
price per share of Common Stock for the 10 trading days ending on
the third trading day prior to the date on which the Notice of
Redemption is sent. In accordance with the Warrant Agreement,
exercising holders will receive 0.220 of a share of Common Stock
for each Warrant surrendered for exercise. If a holder of warrants
would, after taking into account all of such holders’ warrants
exercised at one time, be entitled to receive a fractional interest
in a share of Common Stock, the number of shares of Common Stock
the holder is entitled to receive will be rounded down to the
nearest whole number of shares.
Holders wishing to exercise their warrants should follow the
procedures described in the Notice of Redemption and the Election
to Purchase form included with the notice. Holders of warrants held
in “street name” should immediately contact their brokers to
determine exercise procedures. Since the act of exercising is
voluntary, holders must instruct their brokers to submit the
warrants for exercise.
Termination of Warrant Rights
The warrants are listed on the NYSE under the ticker symbol “MIR
WS.” Any outstanding Mirion public warrants that remain unexercised
at 5:00 p.m. New York City time on the Redemption Date will be void
and no longer exercisable, except to receive the Redemption Price
or as otherwise described in the Notice of Redemption.
How to Redeem
The shares of Common Stock underlying the public warrants have
been registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-3, as amended, with, and declared effective by, the Securities
and Exchange Commission (Registration No. 333-268445). Exercise of
public warrants should be directed through the broker of the
warrant holder. In addition to the broker, questions may also be
directed to Morrow Sodali at (800) 662-5200 (for individuals) /
(203) 658-9400 (for banks and brokerages) or at
mir@info.morrowsodali.com. Or contact Continental Stock Transfer
& Trust Company, One State Street, 30th Floor, New York, New
York 10004, Attention: Compliance Department, Telephone Number
(212) 509-4000.
Additional information can be found on Mirion’s Investor
Relations website: https://ir.mirion.com/
About Mirion
Mirion (NYSE: MIR) is a global leader in
radiation safety, science and medicine, empowering innovations that
deliver vital protection while harnessing the transformative
potential of ionizing radiation across a diversity of end markets.
The Mirion Technologies group provides proven radiation safety
technologies that operate with precision – for essential work
within R&D labs, critical nuclear facilities, and on the front
lines. The Mirion Medical group solutions help enhance the delivery
and ensure safety in healthcare, powering the fields of Nuclear
Medicine, Radiation Therapy QA, Occupational Dosimetry, and
Diagnostic Imaging. Headquartered in Atlanta (GA – USA), Mirion
employs approximately 2,700 people and operates in 12 countries.
Learn more at mirion.com.
No Offer or Solicitation
This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any Mirion
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. 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 redemption of the warrants.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240418640915/en/
For investor inquiries: Jerry Estes ir@mirion.com
For media inquiries: Erin Schesny media@mirion.com
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