Mirion Technologies, Inc. (“Mirion”), a Charterhouse Capital Partners LLP (“Charterhouse”) portfolio company, and a global provider of mission-critical radiation detection and measurement solutions, today announced it will become a publicly traded company through a business combination with GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH, GSAH.U, GSAH WS), a special purpose acquisition company sponsored by an affiliate of The Goldman Sachs Group, Inc. Larry Kingsley, former CEO of Pall Corporation and IDEX Corporation, will serve as Chairman when the transaction closes. Mirion will continue to be led by 20-year industry veteran and company founder, CEO Thomas Logan. The transaction is expected to close in the second half of 2021 and at close Mirion’s stock will trade under the ticker symbol NYSE: MIR.

“Tom Logan and his team have done a tremendous job building the company and positioning it for long-term value creation. I could not be more excited at the opportunity to partner with Tom and his team to support their continued growth,” said Mr. Kingsley. “Mirion is the kind of company I am most familiar with and attracted to, with great positions in good industries, a global footprint, real technological differentiation, leading positions in attractive but still fragmented end-markets, high recurring revenue mix, limited macro-sensitivity, strong margins and free cash flows, strong organic and inorganic growth potential, and opportunities for sustained improvements over time. Taken together, I am delighted with the near- and long-term prospects for Mirion and the opportunity this represents for shareholders.”

“This transaction enables us to accelerate our growth, expand upon our market leading product innovation strategy and execute on the multiple levers of value creation we have identified,” said Mirion CEO Thomas Logan. “The partnership with Larry -- who has a proven track record of substantial shareholder value creation -- will further enhance our strategic trajectory. With strong free cash flow expected after interest and tax, we will have plenty of firepower for acquisitions to accelerate our growth.”

“Mirion is exactly the kind of company we hoped to find when we launched GSAH II a year ago. It is a high quality, defensive business with a long and profitable operating history, strong and resilient cash flows, with significant opportunities ahead for continued growth and margin expansion. We are proud to partner in this transaction with Larry Kingsley, Tom Logan and the whole Mirion team,” said Tom Knott, CEO of GS Acquisition Holdings Corp II.

Mirion is a global provider of radiation detection, measurement, monitoring and analysis equipment and services that customers rely on to protect their personnel and environment while delivering their services safely and efficiently. The company’s portfolio of radiation monitoring, detection, measurement and sensing systems along with dosimetry and radiation therapy quality assurance solutions, generated approximately $650 million¹ in pro forma Adjusted Revenue in FY2020 (FYE June 30).

Key Transaction Terms

The transaction, unanimously approved by both boards of directors, is expected to close in the second half of 2021, subject to certain closing conditions, including regulatory approvals, and approval of GSAH’s stockholders. At closing, the public company’s name will be changed to Mirion Technologies, Inc. Upon closing, Mirion will have an anticipated pro forma enterprise value of approximately $2.6 billion, or 13.3x the company’s estimated CY22 Adjusted EBITDA of approximately $192 million.

Upon completion, it is expected that, assuming no redemptions by the public stockholders of GSAH, Charterhouse Capital, alongside its co-investors and Mirion management will hold approximately 19% of Mirion Technologies, Inc. The sponsor (an affiliate of The Goldman Sachs Group, Inc.) will defer 100% of its sponsor shares and such shares will be subject to forfeiture five years after closing if certain targets are not met². In addition to the approximately $750 million of cash held in GSAH’s trust account, additional investors (including affiliates of Mr. Kingsley and affiliates of The Goldman Sachs Group, Inc.) have committed to participate in the transaction through a $900 million private placement. In addition to the $200 million anchor PIPE investment, Goldman Sachs has provided an additional $125 million equity commitment to be used as a backstop in the event that the minimum cash condition fails to be satisfied.

After giving effect to any redemptions by the public stockholders of GSAH, the balance of the approximately $750 million in cash held in GSAH’s trust account, together with the $900 million in private placement proceeds, will be used to pay $1,310 million in cash consideration (subject to certain adjustments) to Mirion stockholders, and to pay transaction expenses and reduce Mirion’s existing indebtedness to up to ~3.0x LTM estimated pro forma Adjusted EBITDA as of June 30, 2021. The remainder of the consideration payable to the stockholders of Mirion will consist of shares of GSAH common stock and Mirion rollover equity.

The transaction will be effected pursuant to a business combination agreement entered into by and among GSAH, Mirion Technologies Topco, Ltd., funds advised by Charterhouse Capital Partners LLP, and the other parties thereto.

Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GSAH. Lazard Ltd. and HSBC acted as financial advisors to Charterhouse and Mirion. Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. are providing committed debt financing in support of the transaction. Weil, Gotshal & Manges LLP acted as legal advisor to GSAH. Davis Polk & Wardwell LLP acted as legal advisor to Mirion and Freshfields Bruckhaus Deringer LLP acted as legal advisor to Charterhouse. Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC as lead placement agent. Milbank LLP acted as legal advisor to Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc.

Conference Call Information

Investors may listen to a presentation regarding the proposed transaction on Thursday, June 17, 2021 starting at 8:30 am ET. The call can be accessed by dialing 1-877-407-3982 (domestic toll-free number) or 1-201-493-6780 (international) and providing the conference ID: 13720592, or asking for the GSAH-Mirion transaction announcement call. The webcast of the investor call as well as related presentation materials will be available at https://www.gspcs.com/.

A replay of the webcast will be available for approximately 30 days at https://www.gspcs.com/. A replay of the teleconference will also be available for approximately 14 days. The replay can be accessed by dialing 1-844-512-2921 (domestic toll-free number) or 1-412-317-6671 (international) and providing the pin number: 13720592.