GS Acquisition Holdings Corp II Stockholders Approve Business Combination with Mirion
19 Octubre 2021 - 11:01AM
Business Wire
GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH) today
announced that its stockholders approved the proposals that were
conditions to closing of the previously announced business
combination with Mirion Technologies, Inc. (“Mirion” or the
“Company”) at a special meeting of stockholders held today. A Form
8-K disclosing the full voting results is expected to be filed with
the Securities and Exchange Commission.
The closing of the Business Combination is expected to occur on
or about October 20, 2021, subject to the satisfaction or waiver of
all closing conditions. Following closing, the combined company
will be known as Mirion Technologies, Inc. and its Class A common
stock and warrants are expected to trade on the New York Stock
Exchange under the new ticker symbols “MIR” and “MIRW”,
respectively.
The deadline for GSAH stockholders to withdraw any election to
have their shares redeemed in connection with the Business
Combination will be 5:00 p.m. Eastern Time on Tuesday, October 19,
2021. Stockholders who wish to withdraw a redemption request should
contact GSAH’s transfer agent, Continental Stock Transfer &
Trust Company, by email at mzimkind@continentalstock.com.
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 closing of the business combination and
the listing of Mirion’s securities on the New York Stock Exchange.
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/prospectus 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211019005958/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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