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GS Acquisition Holdings Corp II Expected to Close Business Combination with Mirion Technologies Today; Provides Update on Trust Proceeds

·6-min read

Significant Updates:

  • GSAH trust proceeds expected to increase to $604 million from the previously estimated $554 million for total proceeds raised of $2.3 billion

  • Holders of approximately 5 million shares reversed their election to redeem following the Friday, October 15th redemption deadline

  • A Special Meeting of GSAH II stockholders held on October 19, 2021 approved the business combination, which is expected to close on October 20, 2021

NEW YORK, October 20, 2021--(BUSINESS WIRE)--GS Acquisition Holdings Corp II ("GSAH") (NYSE: GSAH, GSAHU, GSAHWS), a special purpose acquisition company, today announced 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.

The transaction is expected to raise 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. 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.

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.

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 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 estimated future financial performance, financial position, financial impacts and use of proceeds 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.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211020005767/en/

Contacts

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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