- Mirion Technologies announced it will become a publicly-traded company through a business combination with GS Acquisition Holdings Corp II (NYSE: GSAH, GSAH.U, GSAH WS). These are the details.
Mirion Technologies, a Charterhouse Capital Partners LLP portfolio company, and a global provider of mission-critical radiation detection and measurement solutions, recently announced it will become a publicly traded company through a business combination with GS Acquisition Holdings Corp II (NYSE: GSAH, GSAH.U, GSAH WS), a special purpose acquisition company (SPAC) sponsored by an affiliate of The Goldman Sachs Group.
Larry Kingsley, former CEO of Pall Corporation and IDEX Corporation, will serve as Chairman when the deal closes. And Mirion will continue to be led by 20-year industry veteran and company founder CEO Thomas Logan. The deal is expected to close in the second half of 2021 and at close Mirion’s stock will trade under the ticker symbol NYSE: MIR.
Mirion is known as a global provider of radiation detection, measurement, monitoring and analysis equipment and services that customers rely on for protecting their personnel and environment while delivering their services safely and efficiently. And the company’s portfolio of radiation monitoring, detection, measurement and sensing systems along with dosimetry and radiation therapy quality assurance solutions, generated approximately $650 million in pro forma Adjusted Revenue in FY2020 (FYE June 30).
The deal — unanimously approved by both boards of directors — is expected to close in the second half of 2021, subject to certain closing conditions, including regulatory approvals, and approval of GSAH’s stockholders. And at closing, the public company’s name will be changed to Mirion Technologies. Upon closing of the deal, Mirion will have an anticipated pro forma enterprise value of approximately $2.6 billion, or 13.3x the company’s estimated CY22 Adjusted EBITDA of approximately $192 million.
Upon completion of the deal, it is expected that, assuming no redemptions by the public stockholders of GSAH, Charterhouse Capital, alongside its co-investors and Mirion management will hold approximately 19% of Mirion Technologies. The sponsor (an affiliate of The Goldman Sachs Group) will defer 100% of its sponsor shares and such shares will be subject to forfeiture 5 years after closing if certain targets are not met. And in addition to the approximately $750 million of cash held in GSAH’s trust account, additional investors (including affiliates of Kingsley and affiliates of The Goldman Sachs Group) have committed to participate in the transaction through a $900 million private placement. In addition to the $200 million anchor PIPE investment, Goldman Sachs has also provided an additional $125 million equity commitment to be used as a backstop in the event that the minimum cash condition fails to be satisfied.
After giving effect to any redemptions by the public stockholders of GSAH, the balance of the approximately $750 million in cash held in GSAH’s trust account — together with the $900 million in private placement proceeds — will be used to pay $1.310 billion in cash consideration (subject to certain adjustments) to Mirion stockholders and to pay transaction expenses and reduce Mirion’s existing indebtedness to up to ~3.0x LTM estimated pro forma Adjusted EBITDA as of June 30, 2021. The remainder of the consideration payable to the stockholders of Mirion will consist of shares of GSAH common stock and Mirion rollover equity.
The deal will be effected pursuant to a business combination agreement entered into by and among GSAH, Mirion Technologies Topco, Ltd., funds advised by Charterhouse Capital Partners LLP, and the other parties thereto.
“Tom Logan and his team have done a tremendous job building the company and positioning it for long-term value creation. I could not be more excited at the opportunity to partner with Tom and his team to support their continued growth. Mirion is the kind of company I am most familiar with and attracted to, with great positions in good industries, a global footprint, real technological differentiation, leading positions in attractive but still fragmented end-markets, high recurring revenue mix, limited macro-sensitivity, strong margins and free cash flows, strong organic and inorganic growth potential, and opportunities for sustained improvements over time. Taken together, I am delighted with the near- and long-term prospects for Mirion and the opportunity this represents for shareholders.”
— Larry Kingsley, former CEO of Pall Corporation and IDEX Corporation — who will serve as Chairman when the deal closes
“This transaction enables us to accelerate our growth, expand upon our market leading product innovation strategy and execute on the multiple levers of value creation we have identified. The partnership with Larry — who has a proven track record of substantial shareholder value creation — will further enhance our strategic trajectory. With strong free cash flow expected after interest and tax, we will have plenty of firepower for acquisitions to accelerate our growth.”
— Mirion CEO Thomas Logan
“Mirion is exactly the kind of company we hoped to find when we launched GSAH II a year ago. It is a high quality, defensive business with a long and profitable operating history, strong and resilient cash flows, with significant opportunities ahead for continued growth and margin expansion. We are proud to partner in this transaction with Larry Kingsley, Tom Logan and the whole Mirion team.”
— Tom Knott, CEO of GS Acquisition Holdings Corp II
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