Filed by GS Acquisition Holdings Corp II
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: GS Acquisition Holdings Corp II
SEC File No.: 001-39352
GS Acquisition Holdings Corp II Stockholders Approve Business Combination with Mirion
New York, NY October 19, 2021 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 GSAHs 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 companys 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 Mirions 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, GSAHs or Mirions management.