The deal with the Goldman Sachs-associated SPAC will enable Mirion to go public
Mirion Technologies has agreed to merge with GS Acquisition Holdings Corp II (GSAH), a special purpose acquisition company (SPAC), in a deal that values the combined company at around $2.6bn.
Based in Atlanta, Mirion Technologies offers mission-critical radiation detection and measurement solutions across the world. It is currently a portfolio company of Charterhouse Capital Partners.
The company’s portfolio includes radiation monitoring, detection, sensing, and measurement systems. Apart from that, the company provides dosimetry and radiation therapy quality assurance solutions.
In 2020, the company had generated revenue of nearly $650m.
GS Acquisition, on the other hand, is sponsored by an affiliate of The Goldman Sachs Group.
The transaction will enable Mirion Technologies to become a publicly traded company with a listing on the New York Stock Exchange (NYSE). It will be continued to be led by the company founder and CEO Thomas Logan.
GS Acquisition CEO Tom Knott said: “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.”
Post-merger, Charterhouse Capital, its co-investors, and Mirion Technologies’ management will have a stake of around 19% in the enlarged company.
The publicly listed Mirion Technologies will have access to nearly $750m of cash held in GS Acquisition’s trust account along with a private investment in public equity (PIPE) of $900m.
The PIPE includes $200m contribution from Goldman Sachs. Apart from that, Goldman Sachs has given an additional equity commitment of $125m, which will be used as a backstop if the minimum cash condition is not met.
The other investors in the PIPE are Janus Henderson Investors, funds and accounts managed by BlackRock, Fidelity Management & Research, and Neuberger Berman funds.
Mirion Technologies CEO Thomas Logan said: “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.”
The transaction, which is subject to regulatory approvals, approval of the SPAC’s stockholders, and other closing conditions, is anticipated to close in the latter half of this year.