Mirion Technologies, Inc. (“Mirion”), a leading provider of
detection, measurement, analysis and monitoring solutions to the
nuclear, defense, medical and research end markets, today announced
the nominees for election to the Board of Directors following its
proposed business combination with GS Acquisition Holdings Corp II
(“GSAH”). Each nominee is a leader within his or her respective
field and brings a wealth of experience, knowledge and expertise.
The nominees are Thomas D. Logan, Lawrence D. Kingsley, Jyothsna
(Jo) Natauri, Christopher Warren, Steven Etzel, Kenneth C.
Bockhorst Robert A. Cascella, John Wei-Ching Kuo and Jody A.
Markopoulos.
Thomas D. Logan currently serves, and has served, as
Mirion’s founding Chairman and Chief Executive Officer since 2005,
and he has served as a member of Miron’s board of directors since
2005. Prior to joining Mirion, Mr. Logan served as Chief Executive
Officer for Global Dosimetry Solutions, a radiation dosimetry
provider, from 2004. Mr. Logan has more than 30 years of energy
industry experience, as well as extensive experience within the
contract manufacturing and consumer products industries. Mr. Logan
received a M.B.A. and a B.S. from Cornell University.
Lawrence D. Kingsley currently serves as the independent
Non-Executive Board Chair of IDEXX Laboratories, Inc., a public
company, since November 2019 and as an Advisory Director to
Berkshire Partners LLC, an investment company, since May 2016. Mr.
Kingsley also currently serves as a Director of Polaris Industries
Inc., a public company, since January 2016 and as a Director of
Rockwell Automation, Inc., a public company, since April 2013.
Prior to joining IDEXX Laboratories, Inc., Mr. Kingsley served as
Chairman of Pall Corporation from October 2013 to August 2015 and
as President and Chief Executive Officer of Pall Corporation from
October 2011 to August 2015 until Danaher Corporation, a public
company, acquired Pall Corporation in August 2015. Before his
experience at Pall Corporation, Mr. Kingsley served as the Chief
Executive Officer and President of IDEX Corporation, a public
company specializing in the development, design and manufacture of
fluid and metering technologies, health and science technologies
and fire, safety and other diversified products, from March 2005 to
August 2011 and the Chief Operating Officer of IDEX Corporation
from August 2004 to March 2005. Mr. Kingsley previously served as a
Director of Pall Corporation from October 2011 to August 2015,
Cooper Industries plc (formerly Cooper Industries Ltd.), a public
company, from 2007 to 2012 and IDEX Corporation from 2005 to 2011.
Mr. Kingsley served in various positions of increasing
responsibility at Danaher Corporation, including Corporate Vice
President and Group Executive from March 2004 to August 2004,
President of Industrial Controls Group from April 2002 to July 2004
and President of Motion Group, Special Purpose Systems from January
2001 to March 2002. Mr. Kingsley also previously held management
positions of increasing responsibility at Kollmorgen Corporation
and Weidmuller Incorporated. Mr. Kingsley received an undergraduate
degree in Industrial Engineering and Management from Clarkson
University and an M.B.A. from the College of William and Mary.
Jyothsna (Jo) Natauri is a Partner of Goldman Sachs &
Co. LLC and has served as the Global Head of Private Healthcare
Investing within Goldman Sachs Asset Management since May 2018.
Prior to assuming her current role, Ms. Natauri was an investment
banker with Goldman Sachs for 12 years, where she led coverage of
large cap companies in healthcare and other industries. She was
named managing director in 2008 and partner in 2012. Ms. Natauri
has served as a director on the board of Flywire Corporation since
November 2020, and also serves on the boards of MyEyeDr, Sita
Foundation and Safe Horizon. She previously served on the board of
Avantor from November 2018 to May 2021. Ms. Natauri received a B.A.
from the University of Virginia in Economics and Biology.
Christopher Warren currently serves, and has served, as a
partner at Charterhouse Capital Partners LLP since he joined in
2013. Prior to joining Charterhouse, Mr. Warren served as a partner
at ECI Partners, a private equity group, from 2003 to 2013. He also
served as Associate at BC Partners, an international investment
firm, and as Consultant at COBA, a UK-based strategy consulting
firm. Mr. Warren received a Master of Arts in Philosophy, Politics
and Economics from Oxford University and an MBA from INSEAD.
Steven W. Etzel has served as Senior Vice President and
Chief Financial Officer of Rockwell Automation, Inc., a company
focused on industrial automation and information, from November
2020 to February 2021, and subsequently as Senior Vice President,
Finance of Rockwell until his retirement in April 2021. Mr. Etzel
served in various positions, including Vice President and Treasurer
from 2007 to 2020 and Vice President, Finance from October 2020 to
November 2020 after joining Rockwell in 1989. Mr. Etzel received
his Bachelor of Science degree in Business Administration from
Clarion University of Pennsylvania.
Kenneth C. Bockhorst currently serves as the Chairman,
President and Chief Executive Officer of Badger Meter, Inc., a
company that develops tools that water utilities, municipalities
and commercial and industrial customers use for flow measurement
and control. Mr. Bockhorst joined Badger Meter as Chief Operating
Officer in October 2017 and was promoted to President in April
2018, Chief Executive Officer in 2019 and Chairman of the Board in
2020. Prior to Badger Meter, he served six years at Actuant
Corporation, a diversified industrial company (now named Enerpac
Tool Group), most recently as Executive Vice President of the
Energy segment. Prior to Actuant, he held product management and
operational leadership roles at IDEX and Eaton. Mr. Bockhorst
received an M.B.A. from the University of Wisconsin – Madison and a
B.A. from Marian University in Operations Management, Marketing and
Human Resources.
Robert A. Cascella currently serves as Strategic Business
Development Leader for Royal Philips, a public Dutch healthcare
company and has held this position since May 2020. From April 2015
to April 2020, he served as Executive Vice President and Chief
Business Leader of Philips’ Diagnosis and Treatment and Precision
Diagnosis businesses. He also served on Philip’s Executive
Committee from January 2016 to April 2021. Prior to Philips, Mr.
Cascella served at Hologic, Inc., a public medical device and
diagnostics company, from February 2003 to December 2013 as its
president and later CEO. He has also held senior leadership
positions at CFG Capital, NeoVision Corporation and Fischer Imaging
Corporation. Mr. Cascella has served as the chair of the board of
Neuronetics, Inc. since April 2021, on the board of Metabolon, Inc.
since September 2020 and on the board of Celestica Inc. since April
2019, where he has also served as chair of the compensation
committee since July 2021. He previously served on the board of
Tegra Medical and acted as chair of the boards of Dysis Medical and
Miranda Medical. Mr. Cascella received a B.A. in accounting from
Fairfield University.
John W. Kuo is the Chief Legal Officer of Visby Medical,
a privately-held molecular diagnostic company, and has held such
position since September 2021. Previously, he was the EVP, General
Counsel, Chief Compliance Officer and Corporate Secretary of
Charles River Laboratories, a NYSE-listed, Fortune 1000 global
contract drug research and development company, from May 2020 to
September 2020. Before that, Mr. Kuo was the Senior Vice President,
General Counsel and Corporate Secretary of Varian Medical Systems,
a NYSE-listed, Fortune 1000 global cancer therapy/radiation therapy
company, from July 2005 to May 2020. Mr. Kuo received his J.D. from
the University of California, Berkeley School of Law and his B.A.
in Biology & Society from Cornell University.
Jody A. Markopoulos has served as Chief Operating Officer
of Eos Energy Enterprises, Inc., a producer of low-cost battery
storage solutions for the electric utility industry, since March
2021. She founded JA Markopoulos Consulting in February 2020 to
assist companies in operations and supply chain matters. Prior to
that, Ms. Markopoulos spent 26 years in multiple operating
leadership roles at General Electric and Baker Hughes. She served
as the Chief Supply Officer at Baker Hughes, a GE company
responsible for supply chain operations, from 2017 to 2018, and
then as Chief Transition Officer from 2018 to 2020 responsible for
executing the orderly transition from GE. At General Electric, she
served as Chief Operations Officer at GE Oil & Gas from 2015 to
2017, President and CEO of GE Intelligent Platforms from 2011 to
2014 and as Vice President of Sourcing at GE Energy from 2005 to
2011. Ms. Markopoulos received a B.S. in Interdisciplinary
Engineering and Management from Clarkson University.
Mirion expects to complete its business combination with GSAH
and become a publicly listed company in the second half of 2021,
subject to satisfaction of closing conditions, including certain
regulatory approvals.
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
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 Mirion board of directors, estimated
future financial performance, financial position and financial
impacts of the potential transaction, the satisfaction of closing
conditions to the potential transaction and the private placement,
the level of redemptions by GSAH’s public stockholders and purchase
price adjustments in connection with the potential transaction, 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 preliminary 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.
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.
The Form S-4 includes a proxy statement to be distributed to
holders of GSAH’s common stock in connection with the solicitation
of proxies for the vote by GSAH’s stockholders in connection with
the proposed business combination and other matters as described in
the Form S-4, as well as a prospectus of Mirion relating to the
offer of the securities to be issued in connection with the
completion of the proposed 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 will contain important
information about GSAH, Mirion and the proposed business
combination. After the Form S-4 has been declared effective, the
definitive proxy statement/prospectus will be mailed to GSAH’s
stockholders as of a record date to be established for voting on
the proposed business combination. GSAH’s stockholders will also be
able to obtain copies of such documents, without charge, once
available, 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.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to GSAH’s
stockholders in connection with the proposed business combination
and other matters to be voted upon at the special meeting is set
forth in the proxy statement/prospectus for the proposed business
combination. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed business combination is included in the proxy
statement/prospectus that GSAH has filed with the SEC.
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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
Leslie Shribman Goldman Sachs & Co. LLC T +1
212-902-5400
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