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
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/
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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