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Mirion Technologies to list on NYSE through business combination with GS Acquisition Holdings Corp II

Press releases may be edited for formatting or style | June 21, 2021 Business Affairs

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. The company’s portfolio of radiation monitoring, detection, measurement and sensing systems along with dosimetry and radiation therapy quality assurance solutions, generated approximately $650 million1 in pro forma Adjusted Revenue in FY2020 (FYE June 30).

Key Transaction Terms

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The transaction, 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. At closing, the public company’s name will be changed to Mirion Technologies, Inc. Upon closing, 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, 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, Inc. The sponsor (an affiliate of The Goldman Sachs Group, Inc.) will defer 100% of its sponsor shares and such shares will be subject to forfeiture five years after closing if certain targets are not met2. In addition to the approximately $750 million of cash held in GSAH’s trust account, additional investors (including affiliates of Mr. Kingsley and affiliates of The Goldman Sachs Group, Inc.) 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 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 million 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.

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