BUSINESS: Mirion Technologies, Inc. Announces Receipt All Regulatory Approvals In Relation To Proposed Business Combination With GS Acquisition Holdings Corp I

dWeb.News Article from Daniel Webster dWeb.News

dWeb.News Article from Daniel Webster dWeb.News

Daniel Webster, dWeb.News Publisher

ATLANTA–(BUSINESS WIRE)–Mirion Technologies, Inc. (“Mirion” or “the Company”), a global provider of detection, measurement, analysis and monitoring solutions to the medical, nuclear, defense, and research end markets, today announced the receipt of all regulatory approvals in connection with the proposed business combination with GS Acquisition Holdings Corp II (NYSE:GSAH) (“GSAH”).

GSAH has been cleared by Mirion and the relevant regulatory agencies in Germany, France, and Finland for the proposed business combination. The Company expects to close its business combination with GSAH on October 20, 2021 subject to stockholder approval and other closing conditions. GSAH’s stockholder meeting is scheduled to be held on Tuesday, October 19, 2021 at 10: 00 am ET.

About Mirion

Mirion Technologies, a leader in detection, measurement and analysis solutions for the nuclear, defense and medical markets, is an ET. This organization seeks to use its unparalleled knowledge of ionizing radioactive material for the benefit of all humanity. Many of the company’s markets require strict 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. Charterhouse Capital Partners, LLP currently has Mirion as a portfolio company.

About GSAH

GS Acquisition Corp II (NYSE GSAH: GSAH), is a company that acquires special purpose companies for mergers, stock purchases or other business combinations. Sponsored by 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. These statements are, without limitation: statements about the future financial performance and financial impact of the potential deal, satisfaction of closing conditions to the transaction and private placement, the level and timing of redemptions by GSAH’s public stockholders, purchase price adjustments in connection to the possible transaction, the timing and nature of the transaction, expected pro forma enterprise value, Adjusted EBITDA, and business strategy, plans, and objectives of management, as well as the potential transaction. These statements are not based on historical or current facts and can be easily identified. These words, along with similar expressions, can be used to identify forward-looking statements. Words such as “pro forma”, “anticipate”, “believe,”” “continue,” and “could” may also be used in the press release. However, the absence of these words doesn’t necessarily mean that a statement cannot be considered forward-looking. When GSAH and Mirion discuss their strategies or plans, even as they relate to potential transactions, they make projections, forecasts, and other forward-looking statements. These statements are based on beliefs and assumptions of GSAH’s and Mirion’s management. Forward-looking statements are subject to significant risk and uncertainty that could lead to actual results being different from those expected. These factors are beyond GSAH and Mirion’s control, and can cause actual results to differ materially from the expectations. 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. This release contains forward-looking statements that are made as of the date it was issued. GSAH and Mirion are not obligated to revise their forward-looking statements in light of events or other circumstances that have occurred after the date 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.

Additional Information about the Transaction and Where to Find It

In connection with the proposed business combination, a registration statement on Form S-4 was filed by GSAH with the SEC and has been declared effective. The Form S-4 contains a proxy statement regarding the solicitation for proxies by GSAH’s shareholders in connection to the proposed combination, and other matters described in the Form S-4. It also includes a prospectus relating the offering of securities in connection to the completion of this business combination. GSAH and Mirion urge investors, stockholders and other interested persons to read the Form S-4, including the proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials contain important information about GSAH, Mirion and the proposed business combination. GSAH’s stockholders are also be able to obtain copies of such documents, without charge at the SEC’s website at http://www.sec.gov, or by directing a request to: IR-GSPCS@gs.com

Participants in the Solicitation

GSAH and Mirion, and their respective directors and officers, may be deemed participants in the solicitation of proxies of GSAH stockholders in connection with the proposed business combination. GSAH’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of GSAH in GSAH’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, which was filed with the SEC on May 17, 2021. The proxy statement/prospectus regarding the proposed business combo contains information about the people who could, according to SEC rules be considered participants in the solicitation to proxies for GSAH’s shareholders in connection to the proposed business combinations and other matters that will be voted on at the special meeting. The proxy statement/prospectus filed by GSAH with the SEC contains additional information about the interests of participants in solicitation of proxies for the proposed business combination.

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