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GS Acquisition Holdings II (GSAH) Shareholders Approve Mirion Deal

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GS Acquisition Holdings II (GSAH) Shareholders Approve Mirion Deal

Oct 19, 2021 INTEL by Marlena Haddad

GS Acquisition Holdings II (NYSE:GSAH) secured shareholder approval of its combination with nuclear services and radiology firm Mirion in a special meeting held today.

GSAH announced yesterday that approximately 26.1% of its shares were redeemed in connection to the business combination. Stockholders have until 5:00 p.m. today to withdraw any elections to have their shares redeemed.

The company previously disclosed that the transaction is expected to generate approximately $554 million from its trust, $900 million from a PIPE, and $830 million from a senior secured term loan financing. A portion of the proceeds will be used to pay $1.3 billion to existing Mirion stockholders, to refinance approximately $909 million of existing Mirion third-party debt and to pay transaction expenses.

GSAH expects to close the business combination tomorrow, October 20. The combined company’s stock and warrants are expected to trade on the New York Stock Exchange under the new ticker symbols “MIR” and “MIRW”, respectively.

The parties initially announced the $2.6 billion deal on June 17. San Ramon, California-based Mirion provides radiation detection equipment and services to sectors ranging from nuclear power generation to defense and nuclear medicine.

ADVISORS

  • Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GSAH.
  • Lazard Ltd. and HSBC acted as financial advisors to Charterhouse and Mirion.
  • Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. are providing committed debt financing in support of the transaction.
  • Weil, Gotshal & Manges LLP acted as legal advisor to GSAH.
  • Davis Polk & Wardwell LLP acted as legal advisor to Mirion
  • Freshfields Bruckhaus Deringer LLP acted as legal advisor to Charterhouse.
  • Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC as lead placement agent.
  • Milbank LLP acted as legal advisor to Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc.

ByMarlena Haddad