Radiation detection company Mirion Technologies today announced it will merge with GS Acquisition Holdings II, a SPAC sponsored by an affiliate of Goldman Sachs.
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.
The SPAC’s sponsor will defer 100 percent of its sponsor shares and the shares will be subject to forfeiture five years after closing if certain targets are not met. In addition to the approximately $750 million of cash held in the SPAC’s trust account, additional investors have committed to participate in the transaction through a $900 million private placement. In addition to a $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 cash held in GSAH’s trust account, together with the $900 million in private placement proceeds, will be used to pay $1.31 billion in cash consideration 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. The remainder of the consideration payable to the stockholders of Mirion will consist of shares of GSAH common stock and Mirion rollover equity.
Pending regulatory and stockholder approvals, the transaction is expected to close in the second half of 2021 when Mirion stock will trade on the NYSE under MIR. Read more.
