Charterhouse Capital Partners-backed Mirion to list on NYSE via combination with GS Acquisition Holdings Corp II
June 17, 2021
Charterhouse Capital Partners LLP (“Charterhouse”), one of the longest established private equity firms operating in Europe, today announces that its portfolio company Mirion Technologies Inc. (“Mirion” or “the Company”) has entered into a Business Combination Agreement with GS Acquisition Holdings Corp II (“GSAH”), which would see the Company list on the New York Stock Exchange. GSAH is a special purpose acquisition company sponsored by an affiliate of The Goldman Sachs Group, Inc.
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. Mirion employs around 2,500 people globally, and generated approximately $650 million in pro forma Adjusted Revenue in FY2020 (FYE 30 June). Upon closing of the transaction, Mirion will have an anticipated pro forma enterprise value of approximately $2.6 billion, or 13.3x the company’s estimated CY22 pro forma Adjusted EBITDA of approximately $192 million.
Charterhouse first invested in Mirion in 2015 and, during its ownership, has overseen a significant platform expansion and transformation of the business. Mirion acquired Canberra in 2016, which created the global market leader in the nuclear measurement industry and generated substantial synergies. Following the integration of this transaction, Charterhouse undertook a diversification strategy targeting the attractive and fast-growing medical space, through new product launches and the completion of six strategic medical acquisitions, the most recent of which, Sun Nuclear, completed in December 2020. As a result of these initiatives, approximately 44% of the Company’s revenues are expected to come from the Medical and Labs end-markets in fiscal year 2021.2
Upon completion, it is expected that, subject to GSAH shareholder redemptions, Charterhouse, alongside its co-investors will hold approximately 15% of Mirion. The transaction is expected to close in the second half of 2021, subject to certain closing conditions, including regulatory approvals and approval of GSAH’s stockholders.
Tom Logan, CEO of Mirion Technologies, commented:
“Under Charterhouse’s ownership, Mirion has undergone a rapid transformation, expanding into new markets such as medical and life sciences, launching innovative new products such as Instadose, and executing transactions to extend its operations in nuclear measurement. I’d like to thank Charterhouse for their support in delivering our strategy over the past five years, and I will strive to continue to accelerate Mirion’s growth and expand its market-leading product innovation strategy in the years ahead.”
Chris Warren, Partner at Charterhouse, remarked:
“Since 2015, Mirion has grown quickly to become a global leader in its markets and has diversified into new, attractive, and fast-growing sectors such as the medical and life sciences industries. We’ve been pleased to be able to support Mirion’s development during this period and the execution of its organic and inorganic growth strategy. We look forward to witnessing Mirion’s continued success as a publicly listed company.”
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 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 U.S. 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.
Non-GAAP Financial Measures
Adjusted Revenue and Adjusted EBITDA are non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may be different from non-GAAP financial measures used by other companies. These non-GAAP financial measures should not be construed as an alternative to revenue or net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). See the investor presentation that will be filed by GSAH on a Current Report on Form 8-K with the SEC for a description of these non-GAAP financial measures and a reconciliation of such non-GAAP financial measures to the most comparable GAAP amounts.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination, a registration statement on Form S-4 is expected to be filed by GSAH with the SEC. The Form S-4 will include preliminary and definitive proxy statements 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, when available, the Form S-4, including the proxy statement/prospectus incorporated by reference therein, 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 filed and 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 will be set forth in the proxy statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement/prospectus that GSAH intends to file with the SEC.
1 Adjusted Revenue is a non-GAAP financial measure that includes the impact of deferred revenue purchase accounting adjustments, pro forma adjustments relating to Mirion’s acquisitions and foreign currency impact. See “Non-GAAP Financial Measures.”