GS Acquisition Holdings Corp II

Submitted by GS Acquisition Holdings Corp II

pursuant to Rule 425 of the Securities Act of 1933

and is deemed to have been submitted in accordance with the Rules 14a-12

under the Securities Exchange Act of 1934

Affected entity: GS Acquisition Holdings Corp II

SEC file no.: 001-39352

GS Acquisition Holdings Corp II is expected to complete the business combination with Mirion Technologies on October 20, 2021

Important updates:

GS Acquisition Holdings Corp II expects that all closing conditions will be satisfied to complete the business combination, subject to shareholder approval

A special meeting of GSAH II shareholders is scheduled for October 19, 2021 at 10:00 am ET; The business combination is expected to close in October 20th, 2021, subject to final vote

October 18th, 2021NEW YORK – GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH, GSAHU, GSAHWS), a special purpose acquisition entity, announced today that it expects all conditions will be met, including a minimum cash payment, subject to shareholder approval, to to complete its transaction previously announced business combination with Mirion Technologies (“Mirion”), a global leader in radiation detection and measurement technologies.

Based on the number of public shares tendered for redemption, the transaction is expected to generate approximately $554 million from proceeds of the GSAH Trust, $900 million from a fully committed private placement of common stock (PIPE) and $830 million from senior secured loan financing. A portion of the proceeds will be used to pay $1.3 billion to existing Mirion shareholders, refinance approximately $909 million of Mirion’s existing third-party debt and pay certain transaction costs.

Tom Knott, Chief Executive Officer of GSAH, commented, “We are pleased with the broad investor support for this transaction. Mirion is a high quality, defensive company with a long operating history, strong and resilient cash flows, and multiple avenues for continued growth and margin enhancement. We believe this transaction will position Mirion well and we look forward to its future as a public company.”

“On behalf of myself and the entire Mirion team, we are pleased with the early support of this transaction. Upon closing of the transaction, the capital raised coupled with our new access to public markets will allow us to drive both organic and inorganic growth and execute our product innovation strategy as we continue to expand globally,” said Thomas Logan, Managing Director of Mirion.

GSAH also announced today that the deadline for shareholders to withdraw their election to redeem their shares in connection with the business combination is Tuesday, October 19, 2021 at 5:00 p.m. Eastern Time. Shareholders wishing to withdraw a redemption request should contact GSAH’s Transfer Agent, Continental Stock Transfer & Trust Company, by email at [email protected]

Upon completion of the business combination, GSAH will change its name to Mirion Technologies, Inc. Upon the Completion of the Business Combination, Mirion’s Class A common stock and public warrants are expected to trade on the New York Stock Exchange under the symbols “MIR” and “MIRW,” respectively.

The special meeting of GSAH shareholders (the “Special Meeting”) is scheduled for October 19, 2021 at 10:00 a.m. Eastern Time and will be held in a virtual format only. For more details on the proposals and the special meeting, see the final proxy statement/prospectus for the special meeting. Shareholders can view GSAH’s final proxy statement/prospectus at the link here.

Comments are closed.