Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257535

GS ACQUISITION HOLDINGS CORP II

200 West Street

New York, NY 10282

Dear GS Acquisition Holdings Corp II Stockholder:

We cordially invite you to attend a special meeting (the “Special Meeting”) of the stockholders of GS Acquisition Holdings Corp II, a Delaware corporation (“we,” “us,” “our”, “GSAH” or the “Company”), which will be held via live webcast on October 19, 2021 at 10:00 a.m. Eastern Time or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting https://www.cstproxy.com/gsacquisitioncorpii/2021, where you will be able to listen to the meeting live and vote during the meeting.

On June 17, 2021, the Company entered into a business combination agreement (as amended on September 3, 2021, and as it may be further amended from time to time, the “Business Combination Agreement”) with Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), for the limited purpose set forth therein, CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), for the limited purpose set forth therein, each of the other persons set forth on Annex I thereto (together with the Charterhouse Parties, the “Supporting Mirion Holders”), and, for the limited purpose set forth therein, the other holders of A Ordinary Shares and B Ordinary Shares from time to time becoming a party thereto by executing a Joinder Agreement (each, a “Seller” and, collectively, the “Sellers”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (each, a “Joining Seller” and collectively, the “Joining Sellers” and, together with each Supporting Mirion Holder, each a “Seller” and, collectively, the “Sellers”).

Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein, the parties thereto will enter into a business combination transaction, pursuant to which Mirion will combine with a subsidiary of the Company as described below (the “Business Combination,” and the transactions contemplated by the Business Combination Agreement, the “Transactions”).

The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an “Up-C,” the Company will establish a Delaware corporation (“IntermediateCo”) as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock, par value $0.0001 per share (“GSAH Class A common stock”) or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock, par value $0.0001 per share (“IntermediateCo Class B common stock”). Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a one-for-one basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock, par value $0.0001 per share (“IntermediateCo Class A common stock”). As further described in the Company’s Amended and Restated Certificate of Incorporation to be in effect after the Closing, each holder of the GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $1,700,000,000 and will be paid in a

combination of equity and cash consideration. The cash consideration will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition is not met, and Mirion and the Charterhouse Parties elect to waive the Minimum Cash Condition, then the Cash Consideration will be equal to $1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available Closing Cash. In exchange for the A Ordinary Shares of $0.01 each in the capital of Mirion, the B Ordinary Shares of $0.01 each in the capital of Mirion and certain loan notes due 2026 issued by Mirion Technologies (HoldingSub1), Ltd, each Seller may elect to receive cash or equity consideration or a combination thereof, which equity consideration shall be in the form of either shares of GSAH Class A common stock or shares of GSAH Class B common stock combined with shares of IntermediateCo Class B common stock that will be majority owned by the Company.

The Available Closing Cash will be an amount equal to (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (ii) the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Subscription Agreements as of immediately prior to the closing of the Business Combination (the “Closing”), plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing (as defined in the Agreement), plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the date of the Closing (the “Closing Date”), plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings LLC (“GSAM Holdings”) of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, less (vi) the total amount required to be paid to fully satisfy all obligations related to Mirion’s credit agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000 (collectively, the “Available Closing Cash”).

Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 90,000,000 shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “PIPE Investment” and, such shares, the “PIPE Shares”). The PIPE Investment will be consummated substantially concurrently with the Closing.

In connection with the Business Combination, certain other related agreements have been, or will be entered into on or prior to the date the Business Combination is consummated including the Amended and Restated Registration Rights Agreement, the Subscription Agreements, the Backstop Agreement, the Option Agreements and the Amended and Restated Sponsor Agreement, in each case, as defined in the accompanying proxy statement/prospectus. For additional information, see “Proposal No. 1—Approval of the Business Combination—Related Agreements” in the accompanying proxy statement/prospectus.

At the Special Meeting, our stockholders will be asked to consider and vote upon: among other things, proposals to (i) approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal”), (ii) approve the issuance of GSAH Common Stock in connection with (x) the Transactions (including as may be required under the NYSE) and (y) the PIPE Investment; (iii) adopt the Company’s second amended and restated certificate of incorporation (the “Charter Proposal”), (iii) approve, on a non-binding basis, certain governance provisions in the Company’s second amended and restated certificate of incorporation (the “Governance Proposal”), (vi) approve the Mirion Technologies, Inc. Omnibus Incentive Plan; (vi) elect nine directors constituting the board of directors of the post-combination company; (vii) approve the increase in the number of authorized shares of GSAH Class A common stock of the Company (the “Class A Common Stock Proposal”); and (viii) adjourn the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”). The Transactions contemplated by this Business Combination Agreement will be consummated only if the Business Combination Proposal, the NYSE Proposal, the Charter Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

 

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Our publicly-traded GSAH Class A common stock, units and warrants are currently listed on the NYSE under the symbols “GSAH,” “GSAH.U” and “GSAH WS,” respectively. We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR” and “MIR.WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant. GSAH is currently awaiting preliminary listing approval from NYSE in order to submit its listing application and believes the combined entity will satisfy all criteria for listing upon completion of the Business Combination. As such, GSAH expects to obtain NYSE listing approval before the Closing; notwithstanding, GSAH can provide no assurances that NYSE will approve the listing application. NYSE’s determination may not be known at the time stockholders are asked to vote on the Business Combination and the closing is not conditioned on NYSE’s approval of the continued listing, but the closing of the PIPE Investment is conditioned on the PIPE Shares being listed on the NYSE.

Pursuant to our Amended and Restated Certificate of Incorporation (the “GSAH Certificate of Incorporation”), a holder of our public shares (a “public stockholder”) may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including by timely delivering its shares to our transfer agent, we will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of September 23, 2021, the record date, this would have amounted to approximately $10.00 per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. See “Special Meeting of GSAH Stockholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of GSAH Class A common stock.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain closing conditions as described in the accompanying proxy statement/prospectus. These conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. There

 

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can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

GS Sponsor II LLC (the “Sponsor”) and GS Acquisition Holdings II Employee Participation LLC have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals to be voted upon at the Special Meeting, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of our common stock held by them. Our shares of GSAH Class B common stock will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and the other holders of GSAH Class B common stock own an aggregate of 20% of our outstanding shares of common stock.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the Company’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of our stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety. In particular, you should also carefully consider the risk factors described in “Risk Factors” beginning on page 72 of the accompanying proxy statement/prospectus.

After careful consideration, our Board of Directors has unanimously approved the Business Combination Agreement and the Business Combination, and unanimously recommends that our stockholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination, and “FOR” all other proposals presented to our stockholders in the accompanying proxy statement/prospectus. When you consider our Board of Directors’ recommendation of these proposals, you should keep in mind that our directors have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Certain Relationships and Related Persons Transactions” for additional information.

The approval of each of the Business Combination Proposal, the Governance Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. The Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Directors are elected by a plurality of the votes cast in the Director Election Proposal; this means that the nine individuals nominated for election to our Board of Directors who receive the most “FOR” votes will be elected to the Board of Directors following the Closing.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct

 

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your broker, bank or other nominee how to vote, and do not attend the Special Meeting via the virtual meeting website, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board of Directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The accompanying proxy statement/prospectus is dated September 29, 2021 and is expected to be first mailed to our stockholders on or about September 30, 2021.

 

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NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS OF GS ACQUISITION HOLDINGS CORP II

TO BE HELD OCTOBER 19, 2021

To the Stockholders of GS Acquisition Holdings Corp II:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of GS Acquisition Holdings Corp II, a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held via live webcast on October 19, 2021 at 10:00 a.m. Eastern Time. The special meeting can be accessed by visiting https://www.cstproxy.com/gsacquisitioncorpii/2021, where you will be able to listen to the meeting live and vote during the meeting.

You are cordially invited to attend the Special Meeting to conduct the following items of business:

 

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Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time, the “Business Combination Agreement”), by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares “Mirion”, for the limited purpose set forth therein, CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), for the limited purpose set forth therein, each of the other persons set forth on Annex I thereto and, for the limited purpose set forth therein, the other holders of A Ordinary Shares and B Ordinary Shares from time to time becoming a party thereto by executing a Joinder Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A;

 

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Proposal No. 2—The NYSE Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the GSAH Class A common stock and the GSAH Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination (we refer to this proposal as the “NYSE Proposal”);

 

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Proposal No. 3—The Charter Proposal—To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached to the accompanying proxy statement/prospectus as Annex B (the “New Mirion Charter”), excluding the Class A Common Stock Proposal, which, if approved, would take effect upon the closing of the Business Combination (we refer to this proposal as the “Charter Proposal”);

 

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Proposal No. 4—The Governance Proposals – To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain governance provisions in the New Mirion Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements (we refer to this proposal as the “Governance Proposal”);

 

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Proposal No. 5—The Director Election Proposal—To consider and vote upon a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, on our Board of Directors until the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “Director Election Proposal”);

 

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Proposal No. 6—The Incentive Plan Proposal—To consider and vote upon a proposal to approve the Mirion Technologies, Inc. Omnibus Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

 

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Proposal No. 7—The Class A Common Stock Proposal—To consider and vote upon a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000 (we refer to this proposal as the “Class A Common Stock Proposal”); and

 

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Proposal No. 8—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the

event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “Adjournment Proposal”).

The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

The record date for the Special Meeting is September 23, 2021. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to our Amended and Restated Certificate of Incorporation (the “GSAH Certificate of Incorporation”), a holder of our public shares (a “public stockholder”) may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including timely delivering its shares to our transfer agent, we will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of September 23, 2021, the record date, this would have amounted to approximately $10.00 per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. See “Special Meeting of GSAH Stockholders—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in this proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of GSAH Class A common stock.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.

GS Sponsor II LLC (the “Sponsor”) and GS Acquisition Holdings II Employee Participation LLC have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares held by them. Our shares of GSAH

 

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Class B common stock will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor and our officer and directors own an aggregate of 20% of our outstanding shares of Company common stock.

Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 90,000,000 shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “PIPE Investment” and, such shares, the “PIPE Shares”). The PIPE Investment will be consummated substantially concurrently with the Closing.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

Your attention is directed to the remainder of this proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling: (877) 456-3463 (toll free) or Banks and Brokers may call collect: (212) 750-5833.

 

New York, NY

September 29, 2021

 

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TABLE OF CONTENTS

 

		Page
SELECTED DEFINITIONS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			7
SUMMARY TERM SHEET			10
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR OUR STOCKHOLDERS			15
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			33
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			70
RISK FACTORS			72
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			134
SPECIAL MEETING OF GSAH STOCKHOLDERS			157
PROPOSAL NO. 1—APPROVAL OF THE BUSINESS COMBINATION			165
PROPOSAL NO. 2—THE NYSE PROPOSAL			213
PROPOSAL NO. 3—THE CHARTER PROPOSAL			215
PROPOSAL NO. 4—THE GOVERNANCE PROPOSAL			217
PROPOSAL NO. 5—THE DIRECTOR ELECTION PROPOSAL			219
PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL			220
PROPOSAL NO. 7—THE CLASS A COMMON STOCK PROPOSAL			227
PROPOSAL NO. 8—THE ADJOURNMENT PROPOSAL			228
INFORMATION ABOUT GSAH			229
GSAH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			240
INFORMATION ABOUT MIRION			244
MANAGEMENT OF NEW MIRION FOLLOWING THE BUSINESS COMBINATION			268
MIRION’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			274
DESCRIPTION OF NEW MIRION INDEBTEDNESS			300
EXECUTIVE COMPENSATION			302
DESCRIPTION OF NEW MIRION SECURITIES			310
COMPARISON OF NEW MIRION STOCKHOLDER RIGHTS			317
SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES			328
BENEFICIAL OWNERSHIP OF SECURITIES			330
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS			336
MARKET PRICE INFORMATION			347
APPRAISAL RIGHTS			348
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			348
TRANSFER AGENT AND REGISTRAR			349
SUBMISSION OF STOCKHOLDER PROPOSALS			349
FUTURE STOCKHOLDER PROPOSALS			349
WHERE YOU CAN FIND MORE INFORMATION			350
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

ANNEXES

Annex A-1		Business Combination Agreement		A-1
Annex A-2		Amendment No. 1 to Business Combination Agreement		A-89
Annex B		Form of New Mirion Charter		B-1
Annex C		Form of New Mirion Bylaws		C-1
Annex D		Amended and Restated Sponsor Agreement		D-1
Annex E		Form of Subscription Agreement		E-1
Annex F		Form of Amended and Restated Registration Rights Agreement		F-1
Annex G		Backstop Agreement		G-1
Annex H		Form of Option Agreement		H-1
Annex I		Form of Equity Incentive Plan		I-1

 

i

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

•

“A Ordinary Shares” are to the A Ordinary Shares of $0.01 each in the capital of Mirion, having the rights set out in the Existing Company Articles;

 

•

“Amended and Restated Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement, dated as of the Closing, by and between the GS Holders and the Sellers a copy of which is attached to this proxy statement/prospectus as Annex F as it may be further amended from time to time;

 

•

“Amended and Restated Sponsor Agreement” are to that certain Amended and Restated Sponsor Agreement, the Company, dated June 29, 2020, by and among the Insiders;

 

•

“ASC 480” are to the Accounting Standards Codification 480-10-S99-3A

 

•

“ASC 815” are to the Accounting Standards Codification 815;

 

•

“Available Closing Cash” are to an amount equal to (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (ii) the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Subscription Agreements as of immediately prior to the closing of the Business Combination, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing (as defined in the Business Combination Agreement), plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the date of the Closing, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, less (vi) the total amount required to be paid to fully satisfy all obligations related to Mirion’s credit agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000;

 

•

“B Ordinary Shares” are to the B Ordinary Shares of $0.01 each in the capital of Mirion, having the rights set out in the Existing Company Articles;

 

•

“Backstop Agreement” are to that certain Backstop Agreement, dated as of June 17, 2021, by and between the Company and GSAM Holdings;

 

•

“Board,” “Board of Directors,” or “GSAH Board” are to the board of directors of the Company;

 

•

“Business Combination” are to the transactions contemplated by the Business Combination Agreement;

 

•

“Business Combination Agreement” are to that certain Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time), by and among GSAH, Mirion, the Charterhouse Parties (each acting by its general partner, Charterhouse General Partners (IX) Limited), the other Supporting Mirion Holders, and, Joining Sellers.

 

•

“Cash Consideration” are to $1,310,000,000; provided, however, if the Minimum Cash Condition is not satisfied, and the Company and the Charterhouse Parties elect to waive the Minimum Cash Condition within fifteen (15) Business Days of receipt by the Company and the Charterhouse Parties of a written notice from the SPAC that the Minimum Cash Condition has not been satisfied and is incapable of being satisfied, “Cash Consideration” shall mean $1,310,000,000 less the Cash Shortfall;

 

•

“Cash Shortfall” are to “ the amount by which $1,310,000,000 exceeds the Available Closing Cash;

 

•

“Charterhouse Demand Period” are to the exclusive right for Charterhouse Holders to for a 90-day period beginning on the 181st day after the Closing to exercise a single demand right;

 

•

“Charterhouse Director Nomination Agreement” are to that certain Director Nomination Agreement, dated as of June 17, 2021 and as may be amended, restated or otherwise modified from time to time, by and among the Company and the Charterhouse Parties.

 

1

•

“Charterhouse Holders” or the “Charterhouse Parties” are to CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (each acting by its general partner, Charterhouse General Partners (IX) Limited);

 

•

“Closing” are to the consummation of the Transactions;

 

•

“Closing Date” are to the date on which the Transactions are consummated;

 

•

“Code” are to the Internal Revenue Code of 1986, as amended;

 

•

“Common Stock” are to the GSAH Class A common stock and the GSAH Class B common stock, together;

 

•

“Company,” “GSAH,” “we,” “us,” and “our” are to GS Acquisition Holdings Corp II, including, as applicable, following the consummation of the Business Combination (at which time, it will have changed its name to Mirion Technologies, Inc.);

 

•

“Condition Precedent Proposal” are to the NYSE Proposal, the Charter Proposal and the Director Election Proposal;

 

•

“COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks;

 

•

“Demanding Holders” are to each of (i) the Charterhouse Parties, (ii) the GS Holders or (iii) the holders of at least thirty percent (30%) in interest of the then outstanding registrable securities;

 

•

“DGCL” are to the General Corporation Law of the State of Delaware;

 

•

“DTC” are to The Depository Trust Company;

 

•

“DWAC” are to the Deposit Withdrawal at Custodian;

 

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

•

“Existing Mirion Articles” are to Mirion’s Memorandum and Articles of Association, as in effect on the date of the Business Combination, and following the effectiveness of the Mirion Articles Amendment, as so amended and restated;

 

•

“Existing Mirion Shares” are to, collectively, the A Ordinary Shares and the B Ordinary Shares;

 

•

“Exit” are to the transfer of shares (whether through a single transaction or a series of transaction) as a result of which any person, or persons connected (as defined in Section 252 of the U.K. Companies Act) or acting in concert (as defined in the City Code on Takeovers and Mergers) with such person, holds more than 50% of the Class A and Class B ordinary shares of Mirion;

 

•

“Exit Bonuses” are to the cash bonuses that certain executive officers of Mirion are entitled to subject to the applicable executive officer remaining actively employed with Mirion in good standing through the date of such Exit;

 

•

“FATCA” are to the Foreign Account Tax Compliance Act;

 

•

“FDI” are to foreign direct investment;

 

•

“fiscal 2021” are to the twelve months ended June 30, 2021;

 

•

“fiscal 2020” are to the twelve months ended June 30, 2020;

 

•

“FCPA” are to the United States Foreign Corrupt Practices Act;

 

•

“founder shares” are to the shares of GSAH Class B common stock, of which 18,750,000 shares are outstanding as of the date of this proxy statement/prospectus (17,425,000 shares of which are held by the Sponsor and 1,325,000 shares of which are held by GS Employee Participation);

 

•

“Freed Employment Agreement” are to that certain Employment Agreement, dated as of July 16, 2016, by and between Mirion Technologies, Inc. and Mike Freed;

 

2

•

“FTC” are to the U.S. Federal Trade Commission;

 

•

“GAAP” are to the Generally Accepted Accounting Principles in the United States of America;

 

•

“Goldman Sachs” are to The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates (other than the Company);

 

•

“GSAH” are to GS Acquisition Holdings Corp II, prior to the consummation of the Business Combination;

 

•

“GSAH Certificate of Incorporation” are to GSAH’s amended and restated certificate of incorporation, dated June 29, 2020;

 

•

“GSAH Class A common stock” are to the GSAH Class A common stock, par value $0.0001 per share;

 

•

“GSAH Class B common stock” are to the GSAH Class B common stock, par value $0.0001 per share;

 

•

“GSAH common stock” are to, collectively, the GSAH Class A common stock and GSAH Class B common stock;

 

•

“GSAM” are to Goldman Sachs Asset Management, a division of The Goldman Sachs Group, Inc.;

 

•

“GSAM Holdings” are to GSAM Holdings LLC;

 

•

“GS Director Nomination Agreement” are to that certain Director Nomination Agreement, dated as of June 17, 2021, and as may be amended, restated or otherwise modified from time to time, by and among the Company and the Sponsor;

 

•

“GS Employee Participation” are to GS Acquisition Holdings II Employee Participation LLC;

 

•

“GS Holders” are to, collectively, the Sponsor, GS Employee Participation, GSAM Holdings;

 

•

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

•

“Incentive Plan” are to the Mirion Technologies, Inc. Ombnibus Equity Incentive Plan attached to this proxy statement/prospectus as Annex I;

 

•

“Initial Stockholders” are to the Sponsor and GS Employee Participation who collectively hold all of our founder shares;

 

•

“Insiders” are to the Company, the Sponsor, GSAM Holdings and GS Employee Participation;

 

•

“IntermediateCo” are to Mirion IntermediateCo, Inc., a Delaware corporation;

 

•

“IntermediateCo Charter” are to the proposed Certificate of Incorporation of IntermediateCo, in the form set forth as Exhibit C of the Business Combination Agreement;

 

•

“IntermediateCo Class A common stock” are to the IntermediateCo Class A common stock, par value $0.0001 per share;

 

•

“IntermediateCo Class B common stock” are to the IntermediateCo Class B common stock, par value $0.0001 per share;

 

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

•

“IPO” or “initial public offering” are to GSAH’s initial public offering, consummated on July 2, 2020;

 

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

•

“Joining Sellers” are to holders of A Ordinary Shares and B Ordinary Shares from time to time becoming party to the Business Combination Agreement by executing a Joinder Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A;

 

•

“Logan Employment Agreement” are to that certain Employment Agreement, dated as August 15, 2006, by and between Mirion and Thomas D. Logan, as amended;

 

3

•

“management” or “management team” of an entity are to the officers and directors of such entity;

 

•

“Management Notes” are to payment-in-kind loan notes issued by UKTopco to certain members of Mirion management;

 

•

“maximum redemption scenario” are to a scenario in which, in connection with the Business Combination, the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to satisfy the Minimum Cash Condition. Based on the amount of $750.1 million in our trust account as of June 30, 2021, including accrued dividends, and taking into account the anticipated gross proceeds of approximately $900.0 million from the PIPE Investment, approximately 36.8 million shares of GSAH Class A common stock may be redeemed and still enable GSAH to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement;

 

•

“Ministry” are to the Finnish Ministry of Economic Affairs and Employment;

 

•

“Minimum Cash Condition” are to the $1,310 million available for Cash Consideration;

 

•

“Mirion” or “Mirion TopCo” are to Mirion Technologies (TopCo), Ltd;

 

•

“Mirion Articles Amendment” are to no later than ten (10) Business Days following the date of the Business Combination Agreement, Mirion and the Supporting Mirion Holders took, or caused to be taken, such actions as were required to amend and restate the Existing Mirion Articles in the form set forth as Exhibit P of the Business Combination Agreement;

 

•

“Mirion Credit Agreement” are to Mirion’s credit agreement, together with all related loan documents, as entered into in March 2019 and as amended thereafter;

 

•

“Mirion Debt Refinancing” are to the repayment, refinancing or payment of consent fees related to the existing indebtedness of Mirion and its subsidiaries under the Mirion Credit Agreement;

 

•

“Monitoring Act” are to the Finnish Act on the Monitoring of Foreign Corporate Acquisitions;

 

•

“New Mirion” are to the name of the Company following the consummation of the Transactions;

 

•

“New Mirion Board” are to the Board of Directors of New Mirion;

 

•

“New Mirion Bylaws” are to the proposed Amended and Restated Bylaws of the Company, a form of which is attached hereto as Annex C, which will become the Company’s bylaws upon the consummation of the Business Combination;

 

•

“New Mirion Charter” are to the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex B, which will become the Company’s certificate of incorporation upon the consummation of the Business Combination;

 

•

“New Mirion Class A common stock” are to GSAH Class A common stock upon the consummation of the Business Combination;

 

•

“New Mirion Class B common stock” are to GSAH Class B common stock upon the consummation of the Business Combination;

 

•

“New Mirion common stock” are to New Mirion Class A common stock together with New Mirion Class B common stock;

 

•

“New Mirion Organizational Documents” are to the New Mirion Bylaws and the New Mirion Charter;

 

•

“NYSE” are to the New York Stock Exchange;

 

•

“no redemption scenario” are to a scenario in which, in connection with the Business Combination, no shares of GSAH Class A common stock are redeemed;

 

4

•

“Non-Reliance Periods” are to, collectively, the Company’s audited balance sheet as of July 2, 2020, unaudited interim financial statements for the quarterly period ended September 30, 2020 and audited financial statements as of and for the period ended December 31, 2020, as reported in the Company’s Current Report on Form 8-K filed July 9, 2020, Quarterly Report on Form 10-Q filed November 13, 2020 and Annual Report on Form 10-K filed on March 31, 2021, respectively;

 

•

“NPP” are to nuclear power plant;

 

•

“Option Agreement” are to that certain Option Agreement, dated as of the Closing, by and among GSAM Holdings and certain Sellers;

 

•

“PIPE Investment” are to the private placement pursuant to which the PIPE Investors have collectively subscribed for 90,000,000 shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “PIPE Investment”);

 

•

“PIPE Investors” are to GSAM Holdings and certain other “accredited investors” (as defined in Rule 501 under the Securities Act) that will invest in the PIPE Investment;

 

•

“PIPE Shares” are to the GSAH Class A common stock issued in connection with the PIPE Investment;

 

•

“PIK Notes” are to the Shareholder Notes and the Management Notes;

 

•

“post-business combination company” are to the Company following the consummation of the Business Combination;

 

•

“primary capital” are to the cash available at Closing to the combined company to operate the post-closing business and for general corporate purposes;

 

•

“private placement warrants” are to the 8.5 million private placement warrants outstanding as of the date of this proxy statement/prospectus;

 

•

“public shares” are to the shares of GSAH Class A common stock (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

 

•

“public stockholders” are to the holders of our public shares (including the Sponsor and the other holders of GSAH Class B common stock, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares);

 

•

“public warrants” are to the redeemable warrants (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

 

•

“redemption” are to each redemption of public shares for cash pursuant to the GSAH Certificate of Incorporation;

 

•

“RRA Parties” are to, collectively, the GS Holders, the Sellers and each other person who executes a joinder to the Amended and Restated Registration Rights Agreements;

 

•

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

•

“Schopfer Employment Agreement” are to that certain Third Amended and Restated Employment Agreement, dated as of May 1, 2021, by and between Brian Schopfer and Mirion;

 

•

“Schopfer Severance Period” are to that certain twelve (12)-month period after the date of Brian Schopfer’s termination during which he will be entitled, in addition to any accrued amount, to (i) a continuation of his annual base salary, (ii) a pro rata portion of Mr. Schopfer’s annual incentive bonus for the fiscal year in which the termination of his employment with Mirion occurs, payable at the same time as such payment would otherwise have been made to Mr. Schopfer had his employment with Mirion not been terminated, and (iii) continued payment by Mirion, for the Schopfer Severance Period or, if earlier, until the date on which Mr. Schopfer commences employment with and becomes eligible for health care benefits from a new employer, of the premiums associated with group health continuation coverage premiums for Mr. Schopfer and his dependents under COBRA;

 

5

•

“SEC” are to the U.S. Securities and Exchange Commission;

 

•

“Securities Act” are to the Securities Act of 1933, as amended;

 

•

“Sellers” are to, collectively, the Joining Sellers and the other Supporting Mirion Holders;

 

•

“Shareholder Notes” are to payment-in-kind loan notes issued by UKTopco to certain Mirion TopCo shareholders;

 

•

“Special Meeting” are to the special meeting of the stockholders of the Company that is the subject of this proxy statement/prospectus;

 

•

“Sponsor” or “GS Sponsor” are to GS Sponsor II LLC, a Delaware limited liability company;

 

•

“Subscription Agreements” are to, collectively, those certain subscription agreements entered into between the Company and the PIPE Investors;

 

•

“Supporting Mirion Holders” are to the parties set forth on Annex I of the Business Combination Agreement, together with the Charterhouse Parties;

 

•

“Total Consideration” are to $1,700,000,000;

 

•

“Transaction Payments” are to are to any compensatory payments or benefits to which Thomas D. Logan becomes entitled in connection with a change in ownership or effective control (under Section 280G(b)(2) of the Code) of Mirion;

 

•

“Transactions” are to the Business Combination and the other transactions as contemplated by the Business Combination Agreement;

 

•

“transfer agent” are to Continental Stock Transfer & Trust Company, N.A. (“Continental”);

 

•

“trust account” are to the trust account of GSAH that holds proceeds from its IPO and the sale of the private placement warrants;

 

•

“trustee” are to Wilmington Trust, N.A.;

 

•

“UKBA” are to the UK Anti-Bribery Act;

 

•

“UKTopco” are to Mirion Technologies (HoldingSub1), Ltd.;

 

•

“units” are to the units of the Company, each unit representing one share of GSAH Class A common stock and one-third of one redeemable warrant to acquire one share of GSAH Class A common stock, that were initially offered and sold by GSAH in its IPO (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

 

•

“warrants” are to public warrants and private placement warrants.

Unless otherwise stated in this proxy statement/prospectus or as the context otherwise requires, (1) all references in this proxy statement/prospectus to Class A common stock or warrants include such securities underlying the units and (2) all references in this proxy statement/prospectus to public stockholders who “properly exercise their redemption rights” or similar references mean public stockholders who properly exercise, and do not properly withdraw, such election.

 

6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of the Company. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

GSAH’s ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination;

 

•

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the Minimum Cash Condition, receipt of approvals from governmental authorities in certain foreign jurisdictions (or expiration of applicable waiting periods in those jurisdictions), the existence of no material adverse effect at the Company or Mirion and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;

 

•

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

 

•

the projected financial information, anticipated growth rate, and market opportunity of Mirion;

 

•

the ability to obtain or maintain the listing of the post-business combination company’s Class A common stock, warrants and units on the NYSE following the Business Combination;

 

•

our public securities’ potential liquidity and trading;

 

•

our ability to consummate the PIPE Investment or raise financing in the future;

 

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

•

members of GSAH’s management team allocating their time to other businesses and potentially having conflicts of interest with GSAH’s business or in approving the Business Combination;

 

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

•

factors relating to the business, operations and financial performance of Mirion and its subsidiaries, including:

 

•

global economic weakness and uncertainty;

 

•

risks relating to the continued growth of Mirion’s customers’ markets;

 

•

failure to meet or anticipate technology changes;

 

•

the unpredictability of Mirion’s future operational results;

 

•

disruption of Mirion’s customers’ orders or Mirion’s customers’ markets;

 

7

•

less favorable contractual terms with large customers;

 

•

risks associated with governmental contracts;

 

•

failure to mitigate risks associated with long-term fixed price contracts;

 

•

risks associated with information technology disruption or security;

 

•

risks associated with the implementation and enhancement of information systems;

 

•

failure to properly manage Mirion’s supply chain or difficulties with third-party manufacturers;

 

•

competition in the infrastructure technologies industry;

 

•

failure to realize the expected benefit from any rationalization and improvement efforts;

 

•

disruption of, or changes in, Mirion’s independent sales representatives, distributors and original equipment manufacturers;

 

•

failure to obtain performance and other guarantees from financial institutions;

 

•

failure to realize sales expected from Mirion’s backlog of orders and contracts;

 

•

changes to law, including tax law;

 

•

ongoing tax audits;

 

•

risks associated with future legislation and regulation of Mirion’s customers’ markets both in the United States and abroad;

 

•

costs or liabilities associated with product liability;

 

•

Mirion’s ability to attract, train and retain key members of its leadership team and other qualified personnel;

 

•

the adequacy of Mirion’s insurance coverage;

 

•

a failure to benefit from future acquisitions;

 

•

failure to realize the value of goodwill and intangible assets;

 

•

the global scope of Mirion’s operations;

 

•

risks associated with Mirion’s sales and operations in emerging markets;

 

•

exposure to fluctuations in foreign currency exchange rates;

 

•

Mirion’s ability to comply with various laws and regulations and the costs associated with legal compliance;

 

•

adverse outcomes to any legal claims and proceedings filed by or against us;

 

•

Mirion’s ability to protect or enforce its proprietary rights on which its business depends;

 

•

third party intellectual property infringement claims;

 

•

liabilities associated with environmental, health and safety matters;

 

•

risks associated with Mirion’s limited history of operating as an independent company;

 

•

potential net losses in future periods; and

 

•

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Mirion. There can be no assurance

 

8

that future developments affecting us or Mirion will be those that we or Mirion have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond GSAH’s control or the control of Mirion) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Neither we nor Mirion undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any GSAH stockholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

 

9

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Our Stockholders” and “Summary of the Proxy statement/prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.

 

•

GS Acquisition Holdings Corp II, a Delaware corporation, (the “Company” or “GSAH”) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

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On July 2, 2020, we completed our IPO of 75,000,000 units, including 5,000,000 units issued pursuant to the partial exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to us of $750,000,000 before underwriting discounts and expenses. Each unit consisted of one share of GSAH Class A common stock and one-quarter of one redeemable warrant, with each whole warrant exercisable for one share of GSAH Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, we closed the private placement of an aggregate of 8,500,000 warrants, each exercisable to purchase one share of GSAH Class A common stock at an exercise price of $11.50 per share, to the Sponsor, at a price of $2.00 per private placement warrant, generating proceeds of $17,000,000. Each warrant sold in the IPO and the private placement will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. Subject to the terms and conditions contained in the warrant agreement governing the warrants (the “warrant agreement”), we may redeem the warrants either for cash once the warrants become exercisable or for shares of GSAH Class A common stock commencing 90 days after the warrants become exercisable. For more information regarding the warrants, please see the section entitled “Description of New Mirion Securities.”

 

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Mirion provides products, services and software that allow its customers to safely leverage the power of ionizing radiation for the greater good of humanity. Mirion’s solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of Mirion’s markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout Mirion’s history, Mirion has successfully leveraged the strength of its expertise in ionizing radiation to continually drive innovation and expand the commercial applications of its core technology competencies. Through its facilities in 12 countries, Mirion supplies its solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions.

 

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On June 17, 2021, the Company, Mirion, for the limited purpose set forth therein, the Charterhouse Parties, for the limited purpose set forth therein, the other Supporting Mirion Holders and, for the limited purpose set forth therein, the other holders of Existing Mirion Shares from time to time becoming a party thereto by executing a Joinder Agreement, entered into the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

 

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Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction pursuant to which Mirion will combine with a subsidiary of the Company.

 

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The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an “Up-C,” the Company will establish a Delaware corporation (“IntermediateCo”) as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo’s Class B common stock. Holders of shares of IntermediateCo’s Class B common stock will

 

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have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a one-for-one basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.

 

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In accordance with the terms of the Business Combination Agreement, and subject to the adjustments set forth therein, the consideration to be paid in connection with the Business Combination is $1,700,000,000 and will be paid in a combination of equity and cash consideration. The cash consideration will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition is not met, and Mirion and the Charterhouse Parties elect to waive the Minimum Cash Condition, then the Cash Consideration will be equal to $1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available Closing Cash. In exchange for the A Ordinary Shares, the B Ordinary Shares and certain loan notes due 2026 issued by Mirion Technologies (HoldingSub1), Ltd, each Seller may elect to receive cash or equity consideration or a combination thereof, which equity consideration shall be in the form of either shares of GSAH Class A common stock or shares of GSAH Class B common stock combined with shares of IntermediateCo Class B common stock that will be majority owned by the Company. The Available Closing Cash will be an amount equal to (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (ii) the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Subscription Agreements as of immediately prior to the Closing, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing, plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the Closing Date, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, less (vi) the total amount required to be paid to fully satisfy all obligations related to Mirion’s credit agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000.

 

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Concurrently with the execution of the Business Combination Agreement, the Company entered into the Subscription Agreements with the PIPE Investors, pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 90,000,000 shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000. The PIPE Investment will be consummated substantially concurrently with the Closing.

It is anticipated that, upon completion of the Business Combination:

 

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the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;

 

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our public stockholders will own approximately 37% of the outstanding GSAH common stock;

 

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the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;

 

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Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and

 

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the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such

 

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founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.

These levels of ownership interest: (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination and (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination. If the actual facts are different from these assumptions, the above levels of ownership interest will be different.

For more information, see “Summary of the Proxy Statement/Prospectus—Ownership of the Company Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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In evaluating the Business Combination, our Board considered a number of factors, including Mirion’s highly attractive business model, Mirion’s deep relationships with a diverse customer base, Mirion’s strong recurring revenue, Mirion’s experienced and proven management team, Mirion’s strong balance sheet, other alternatives, terms of the Business Combination Agreement, continued ownership by sellers and the role of the independent directors. For more information about our decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “Proposal No. 1—Approval of the Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination.”

 

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Pursuant to the GSAH Certificate of Incorporation, a public stockholder may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including by timely delivering its shares to our transfer agent, we will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of September 23, 2021, the record date, this would have amounted to approximately $10.00 per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Please see the section entitled “Special Meeting of GSAH Stockholders—Redemption Rights.”

 

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In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (we refer to this proposal as the “Business Combination Proposal”), at the Special Meeting, our stockholders will be asked to vote upon:

 

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a proposal to approve, for purposes of complying with applicable listing rules of NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the Company’s Class A common stock and the Company’s Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination (we refer to this proposal as the “NYSE Proposal”);

 

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a proposal relating to adopting the New Mirion Charter (other than the Class A Common Stock Proposal), which, if approved, would take effect upon the closing of the Business Combination (we refer to this proposal as the “Charter Proposal”);

 

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a proposal to approve, on a non-binding basis, certain governance provisions in the New Mirion Charter, in accordance with SEC requirements (we refer to this proposal as the “Governance Proposal”);

 

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a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “Director Election Proposal”);

 

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a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

 

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a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000; and

 

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a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “Adjournment Proposal”).

See “Proposal No. 1—Approval of the Business Combination,” “Proposal No. 2—The NYSE Proposal,” “Proposal No. 3—The Charter Proposal,” “Proposal No. 4—The Governance Proposal,” “Proposal No. 5—The Director Election Proposal,” “Proposal No. 6—The Incentive Plan Proposal,” “Proposal No. 7—The Class A Common Stock Proposal” and “Proposal No. 8—The Adjournment Proposal.” The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

 

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Upon consummation of the Business Combination, our Board anticipates increasing its initial size from five directors to nine directors, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 5—The Director Election Proposal” and “Management of New Mirion Following the Business Combination” for additional information.

 

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Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, (i) the Company having at least an aggregate of $1.310 billion in cash available at Closing; (ii) the registration statement becoming effective in accordance with the Securities Act; (iii) customary bringdown conditions; (iv) no material adverse effect of either the Company or Mirion having occurred; and (v) to the extent requested by the Company, Mirion having issued a notice of suspension or termination of business with certain partners. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. For more information about the closing conditions to the Business Combination, please see the section entitled “Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement—Conditions to Closing of the Business Combination.”

 

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The proposed Business Combination, including our business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

 

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When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. See “Proposal No. 1—Approval of the Business Combination—Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination.”

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR OUR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held via live webcast on October 19, 2021 at 10:00 a.m. Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

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Our stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, the parties thereto entering into a business combination transaction pursuant to which Mirion will combine with a subsidiary of the Company.

The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an “Up-C,” the Company will establish a Delaware corporation, IntermediateCo, as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock. Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a one-for-one basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock

See the section entitled “Proposal No. 1—Approval of the Business Combination” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it carefully and in its entirety.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER READING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF THE COMPANY AND MIRION, CAREFULLY AND IN ITS ENTIRETY.

 

Q:	When and where is the Special Meeting?

 

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The Special Meeting will be held via live webcast on October 19, 2021 at 10:00 a.m. Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting https://www.cstproxy.com/gsacquisitioncorpii/2021, where you will be able to listen to the meeting live and vote during the meeting.

 

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Q:	What are the specific proposals on which I am being asked to vote at the Special Meeting?

 

A:	In addition to voting on a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination, at the Special Meeting, GSAH is asking holders of its common stock to consider and vote upon:

 

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a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the Company’s Class A common stock and the Company’s Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination;

 

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a proposal relating to adopting the New Mirion Charter, which, if approved, would take effect upon the closing of the Business Combination;

 

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a proposal to approve, on a non-binding basis, certain governance provisions in the New Mirion Charter;

 

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a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death;

 

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a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan; and

 

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a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.

If our stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. See “Proposal No. 1—Approval of the Business Combination,” “Proposal No. 2—The NYSE Proposal,” “Proposal No. 3—The Charter Proposal,” “Proposal No. 4—The Governance Proposal,” “Proposal No. 5—The Director Election Proposal,” “Proposal No. 6—The Incentive Plan Proposal,” “Proposal No. 7—The Class A Common Stock Proposal” and “Proposal No. 8—The Adjournment Proposal.” We will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Our stockholders should read it carefully and in its entirety.

After careful consideration, GSAH’s Board of Directors has determined that the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are in the best interests of GSAH and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See “Proposal No. 1—Approval of the Business Combination—Interest of Goldman Sachs Parties and Certain Other Persons in the Business Combination” for a further discussion of these considerations.

 

Q:	Are the proposals conditioned on one another?

 

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Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

 

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Q:	Why is GSAH proposing the Business Combination?

 

A:	GSAH was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Mirion provides products, services and software that allow its customers to safely leverage the power of ionizing radiation for the greater good of humanity. Mirion’s solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of Mirion’s markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout Mirion’s history, Mirion has successfully leveraged the strength of its expertise in ionizing radiation to continually drive innovation and expand the commercial applications of its core technology competencies. Through its facilities in 12 countries, Mirion supplies its solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions. For more information about Mirion see “Information about Mirion.”

Based on its due diligence investigations of Mirion and the industry in which it operates, including the financial and other information provided by Mirion in the course of our due diligence investigations, our Board believes that the Business Combination with Mirion is in the best interests of us and our stockholders and presents an opportunity to increase stockholder value. However, there is no assurance of this. See “Proposal No. 1—Approval of the Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.

Although our Board believes that the Business Combination with Mirion presents a unique business combination opportunity and is in the best interests of us and our stockholders, our Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1—Approval of the Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination,” as well as in the sections entitled “Risk Factors— Risks Related to Mirion’s Business.”

 

Q:	What will Mirion stockholders receive in return for GSAH’s acquisition of all of the outstanding equity interests of Mirion?

 

A:	As a result of and upon the consummation of the Business Combination, among other things, all outstanding equity interests of Mirion will be cancelled in exchange for the right to receive the Transaction Consideration.

Subject to the terms of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $1,700,000,000 and will be paid in a combination of equity and cash consideration. The cash consideration will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition is not met, and Mirion and the Charterhouse Parties elect to waive the Minimum Cash Condition, then the Cash Consideration will be equal to $1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available Closing Cash. In exchange for the A Ordinary Shares of $0.01, the B Ordinary Shares of $0.01 and certain loan notes due 2026 issued by Mirion Technologies (HoldingSub1), Ltd, each Seller may elect to receive cash or equity consideration or a combination thereof, which equity consideration shall be in the form of either shares of the Company’s Class A common stock or shares of the Company’s Class B common stock combined with shares of IntermediateCo Class B common stock that will be majority owned by the Company.

The Available Closing Cash will be an amount equal to (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (ii) the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Subscription Agreements as of immediately prior to the Closing, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing, plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the Closing Date, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of the Company’s Class A

 

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common stock, pursuant to the Backstop Agreement, less (vi) the total amount required to be paid to fully satisfy all obligations related to the Mirion Credit Agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000.

For further details, see “Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement.”

 

Q:	What equity stake will current stockholders of GSAH and the PIPE Investors, including GSAM Holdings, hold in us after the closing?

 

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As of June 30, 2021, there were 93,750,000 shares of GSAH common stock outstanding, which includes the 18,750,000 founder shares held by the GS Sponsor and the 75,000,000 public shares. As of June 30, 2021, there are outstanding warrants to purchase an aggregate of 27,250,000 shares of GSAH common stock, which includes 8,500,000 private placement warrants held by the Sponsor and approximately 18,750,000 public warrants. Therefore, as of June 30, 2021 (without giving effect to the Business Combination), our fully diluted share capital would be approximately 121,000,000 shares of GSAH common stock.

It is anticipated that, upon completion of the Business Combination:

 

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the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;

 

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our public stockholders will own approximately 37% of the outstanding GSAH common stock;

 

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the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;

 

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Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and

 

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the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.

These levels of ownership interest (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination and (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination. In addition, the consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue payment-in-kind (PIK) interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year in arrears and the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a

 

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portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco and then the PIK Notes will be extinguished in full. See “Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes.” Accordingly, as the amount of accrued and unpaid interest from the PIK Notes increases, the holders of the PIK Notes will receive more of the Business Combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and, accordingly, Mirion Sellers (excluding members of Mirion management) will receive proportionally more of the Business Combination consideration than members of Mirion management over time as the PIK Notes accrue additional unpaid interest. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of the ownership levels described herein, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date will be October 31, 2021, but for all other purposes have assumed the Closing Date will be June 30, 2021.

If the actual facts are different from these assumptions, the above levels of ownership interest will be different.

The founder shares are subject to vesting in three equal tranches, based on the volume-weighted average price of the Company’s GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 per share (each, a “Founder Share Vesting Event”) for any 20 trading days in any 30 consecutive trading day period. Vesting of the founder shares will be accelerated upon certain sale events based on the per share price of the GSAH Class A common stock in such sale event. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares. The founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the closing of the Business Combination.

In conjunction with the Business Combination Agreement, the Sponsor issued 3,200,000 membership interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 membership interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 membership interests to Lawrence Kingsley, who is expected to be Chairman of the Board of New Mirion (collectively, the “Profits Interests”). The Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley will have an indirect interest in the founder shares held by the Sponsor. The Profits Interests are subject to service and performance vesting conditions, including the occurrence of the Closing, and do not fully vest until all of the applicable conditions are satisfied. In addition, the Profits Interests are subject to certain forfeiture conditions. See “Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Profits Interests.”

In addition, we expect that the Sellers who are current members of Mirion’s management team will elect to receive shares of GSAH Class B common stock of the Company that will have voting rights but no economic interest in the Company, paired with shares of IntermediateCo Class B common stock (non-voting) of a newly formed subsidiary (IntermediateCo) of GSAH (the “Paired Interests”). The share calculations assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock will elect to receive shares of GSAH Class A common stock.

The following table illustrates varying ownership levels in New Mirion (as a percentage of outstanding common stock) immediately following the consummation of the Business Combination based on the

 

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assumptions above plus a “maximum redemption” scenario which assumes the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to fund the Minimum Cash Condition.

 

		Pro Forma Class A Share Ownership in the Company
		No Redemptions								Maximum Redemptions (1)
		Number of Shares (millions)				Percentage of Outstanding Shares				Number of Shares (millions)				Percentage of Outstanding Shares
PIPE Investors (2)			90.0				44	%			90.0				50	%
Public Stockholders			75.0				37	%			38.2				21	%
Mirion Sellers (excluding Mirion Management (3)			30.0				15	%			30.0				17	%
GS Sponsor (4)			—				0	%			—				0	%
GS Backstop(5)			—				0	%			12.5				7	%
		Pro Forma Class B Share Ownership in the Company
		No Redemptions								Maximum Redemptions
		Number of Shares (millions)				Percentage of Outstanding Shares				Number of Shares (millions)				Percentage of Outstanding Shares
Mirion Management (3)(4)			9.0				4	%			9.0				5	%

 

(1)

Assumes that approximately 36.8 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the related Minimum Cash Condition contained in the Business Combination Agreement) are redeemed in connection with the Business Combination.

(2)	Includes 20 million GSAH Class A shares subscribed for by GSAM Holdings, assuming no syndication of its subscription.

(3)	Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of Mirion management will elect to receive GSAH Class A common stock.

(4)	Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described above.

(5)

Neither the Backstop Agreement nor the Option Agreement is exercisable in the no redemptions scenario because there will not be a Cash Shortfall. The maximum redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock from GSAH under the Backstop Agreement. If GSAH exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase from the Mirion Sellers party to the Option Agreement up to the difference of 12,500,000 shares of GSAH Class A common stock and the amount of shares purchased under the Backstop Agreement. The Option Agreement is not exercisable in the maximum redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement” and “Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement.”

For more information, see “Summary of the Proxy Statement/Prospectus—Ownership of the Company Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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Q:	What will happen in the Business Combination?

 

A:	Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein, the parties thereto will enter into a business combination transaction, pursuant to which Mirion will combine with a subsidiary of the Company as described below.

The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an “Up-C,” the Company will establish a Delaware corporation, IntermediateCo, as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of the Company’s Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock. Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a one-for-one basis) or (ii) a cash amount per share based on an average trailing stock price of the Company’s Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or GSAH Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo’s Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.

See the section entitled “Proposal No. 1—Approval of the Business Combination” for more detail.

 

Q:	Following the Business Combination, will the Company’s securities continue to trade on a stock exchange?

 

A:

Yes. We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR” and “MIR.WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant. GSAH is currently awaiting preliminary listing approval from NYSE in order to submit its listing application and believes the combined entity will satisfy all criteria for listing upon completion of the Business Combination. As such, GSAH expects to obtain NYSE listing approval prior to the Closing notwithstanding, GSAH can provide no assurances that NYSE will approve the listing application. NYSE’s determination may not be known at the time stockholders are asked to vote on the Business Combination and the closing is not conditioned on NYSE’s approval of the continued listing, but the closing of the PIPE Investment is conditioned on the PIPE Shares being listed on the NYSE.

 

Q:	How has the announcement of the Business Combination affected the trading price of GSAH Class A common stock?

 

A:

On June 16, 2021, the trading date before the public announcement of the Business Combination, GSAH’s public units, GSAH Class A common stock and warrants closed at $10.43, $10.00 and $1.81, respectively. On September 24, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A common stock and warrants closed at $10.70, $10.25 and $2.10, respectively.

 

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Q:	Is the Business Combination the first step in a “going private” transaction?

 

A:	No. The Company does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Mirion to access the U.S. public markets.

 

Q:	Will the management of Mirion change in the Business Combination?

 

A:	We anticipate that all of the executive officers of Mirion will remain with the post-business combination company.

Additionally, Thomas D. Logan, Lawrence D. Kingsley, Jyothsna (Jo) Natauri, Christopher Warren, Steven W. Etzel, Kenneth C. Bockhorst, Robert A. Cascella, John W. Kuo and Jody A. Markopoulos have each been nominated to serve as directors of the post-business combination company upon completion of the Business Combination. Please see the sections entitled “Proposal No. 5—The Director Election Proposal” and “Management of New Mirion Following the Business Combination” for additional information.

 

Q:	Will the Company obtain new financing in connection with the Business Combination?

 

A:

Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 90,000,000 shares of GSAH Class A common stock, for approximately $900,000,000 of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the closing of the Business Combination. See “Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription Agreements.” In addition, a subsidiary of Mirion entered into a debt commitment letter in connection with the Business Combination Agreement. The funds under the debt commitment letter are available to, among other things, (i) fund the Business Combination, (ii) repay and terminate the existing indebtedness of certain subsidiaries of Mirion and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate commitment of the senior secured credit facilities consists of a $830 million dollar-denominated first lien term facility and a $90 million revolving facility. See “Description of New Mirion Indebtedness.”

 

Q:	What conditions must be satisfied to complete the Business Combination?

 

A:

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the Minimum Cash Condition; (ii) the registration statement becoming effective in accordance with the Securities Act; (iii) customary bringdown conditions; (iv) no material adverse effect having occurred; and (v) to the extent requested by the Company, Mirion having issued a notice of suspension or termination of business with certain partners. Any of the conditions to the obligations of GSAH, Mirion and the Sellers may be waived in writing by mutual agreement of GSAH, Mirion and the Charterhouse Parties. Any of the conditions to the obligations of GSAH may only be waived in writing by GSAH. In addition, any of the conditions to the obligations of Mirion and the Sellers may only be waived in writing by mutual agreement of Mirion and the Charterhouse Parties. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement.”

 

Q:	When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends, among other things, on the approval of the proposals to be put to GSAH’s stockholders at the Special Meeting and certain regulatory approvals. However, such meeting could be adjourned if the Adjournment Proposal is adopted by GSAH’s Stockholders at the Special Meeting and GSAH elects to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of

 

22

proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement.”

 

Q:	What happens if the Business Combination is not consummated?

 

A:

If GSAH is not able to complete the Business Combination with Mirion by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date) and is not able to complete another business combination by such date, GSAH will (1) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest but less taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GSAH’s remaining stockholders and GSAH’s Board, dissolve and liquidate, subject in each case to GSAH’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

Q:	How many votes do I have at the Special Meeting?

 

A:

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of September 23, 2021 the record date for the Special Meeting. As of the close of business on the record date, there were 93,750,000 outstanding shares of our common stock.

 

Q:	Did GSAH’s Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. Neither the GSAH Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Mirion is fair to us from a financial point of view. Neither the GSAH Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the GSAH Board conducted due diligence on Mirion and reviewed comparisons of selected financial data of Mirion with certain of its peers in the industry and the financial terms set forth in the Business Combination Agreement. Based on the foregoing, the GSAH Board concluded that the Business Combination was in the best interest of GSAH’s stockholders.

 

Q:	Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. If you wish to exercise your redemption rights, see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of

 

23

that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.

The Sponsor and GS Employee Participation have each agreed to waive their redemption rights with respect to all of the shares of our common stock held by them in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:	How do I exercise my redemption rights?

 

A:	If you are a public stockholder and wish to exercise your right to redeem the public shares, you must:

 

(1)

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

(2)

prior to 5:00 p.m. Eastern Time on October 15, 2021 (two business days before the scheduled date of the Special Meeting) submit a written request to Continental Trust & Transfer Company N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of our common stock at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

        ; and

 

(3)

deliver your public shares either physically or electronically through the Deposit Withdrawal at Custodian (“DWAC”) system of The Depository Trust Company (“DTC”) to our transfer agent.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 15, 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.

The address of our transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

 

24

Public stockholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of September 23, 2021, the record date, this would have amounted to approximately $10.00 per outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of GSAH’s creditors, if any, which could have priority over the claims of the public stockholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for exercising redemption requests (being two business days before the scheduled date of the Special Meeting) and thereafter, with our consent, until the consummation of the Business Combination. If you deliver your shares for redemption to our transfer agent, and later decide prior to such deadline not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting our transfer agent at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by our transfer agent prior to the vote taken with respect to the Business Combination Proposal at the Special Meeting (or if we so elect, prior to the consummation of the Business Combination). No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to our transfer agent, at least two business days before the scheduled date of the Special Meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable).

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:	If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of outstanding units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If you hold your units through a broker, bank or other nominee, you must notify your broker, bank or other nominee that you elect to separate the units into the underlying public shares and warrants, or if you hold units registered in your own name, you must contact our transfer agent directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to our transfer agent, by 5:00 p.m., Eastern Time, on October 15, 2021 (two business days before the scheduled date of the Special Meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences to a stockholder of exercising its redemption rights will depend on the particular facts and circumstances. Please see the section entitled “Proposal No. 1—Approval of the Business Combination—United States Federal Income Tax Considerations to Stockholders Exercising Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

 

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Q:	Can the Sponsor or our officer and directors redeem their founder shares in connection with consummation of the Business Combination?

 

A:

No. The Sponsor and GS Employee Participation have each agreed to waive their redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:	Is there a limit on the number of shares I may redeem?

 

A:

Yes. A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. However, in no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in our IPO) for or against our Business Combination restricted.

 

Q:	Is there a limit on the total number of shares that may be redeemed?

 

A:

Yes. Pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.

 

Q:	Will how I vote affect my ability to exercise redemption rights?

 

A:

No. Stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

 

Q:	If I am a Company warrant holder, can I exercise redemption rights with respect to my warrants?

 

A:	No. The holders of our warrants have no redemption rights with respect to our warrants.

 

Q:	Do I have appraisal rights in connection with the proposed Business Combination?

 

A:	No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

 

Q:	What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of the IPO, an amount equal to $750 million ($10.00 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the trust account. As of the record date, September 23, 2021, funds in the trust account totaled $750.1 million, including accrued dividends. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a stockholder

 

26

vote to amend the GSAH Certificate of Incorporation to modify the substance or timing of GSAH’s obligation to redeem 100% of its public shares if it does not complete its initial business combination by July 2, 2022; and (3) the redemption of all of the public shares if GSAH is unable to complete its initial business combination by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of our public shares who properly exercise their redemption rights; to pay a portion of the Cash Consideration and transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of the post-business combination company. See “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

 

Q:	What do I need to do now?

 

A:

You are urged to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder. Our stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:	How do I vote?

 

A:

If you are a holder of record of shares of our common stock on the record date for the Special Meeting, you may vote during the Special Meeting via the meeting website or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the special meeting website, obtain a valid proxy from your broker, bank or other nominee.

 

Q:	If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your broker, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe all of the proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or other nominee will not vote your shares without your instruction. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker, bank or other nominee on a particular proposal on which your broker, bank or other nominee does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” An abstention will be counted towards the quorum requirement for each of the proposals

 

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presented at the Special Meeting but a broker non-vote will not. In connection with (i) the Business Combination Proposal and the Adjournment Proposal, abstentions and broker non-votes will have no effect, (ii) the NYSE Proposal and the Incentive Plan Proposal, abstentions will be counted as a vote cast at the Special Meeting and will have the same effect as a vote “AGAINST” the proposal but broker non-votes will have no effect and (iii) the Charter Proposal, abstentions and broker non-votes will have the same effect as voting “AGAINST” the proposal.

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

GSAH has fixed September 23, 2021 as the record date for the Special Meeting. If you were a stockholder of GSAH at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present at the Special Meeting by attendance via the virtual meeting website or is represented by proxy at the Special Meeting.

 

Q:	What happens if I sell my shares of common stock before the Special Meeting?

 

A:

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of common stock after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q:	What constitutes a quorum at the Special Meeting?

 

A:

A majority of the outstanding shares of our common stock entitled to vote as of the record date at the Special Meeting must be present by attendance via the virtual meeting website or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for purposes of determining a quorum but broker non-votes will not. Our Initial Stockholders, who currently own approximately 20% of our outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. Based on the number of outstanding shares of our common stock as of the record date for the Special Meeting, 46,875,001 shares of our common stock will be required to achieve a quorum at the Special Meeting.

 

Q:	What vote is required to approve each proposal at the Special Meeting?

 

A:	The following votes are required for each proposal at the Special Meeting:

 

•

The approval of each of the Business Combination Proposal, the Governance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the such proposals, will have no effect on such proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on such proposals.

 

•

NYSE Proposal: The approval of the NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting via the virtual website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker non-vote with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor.

 

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Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.

 

•

Charter Proposal: The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal will have the same effect as a vote “AGAINST” the Charter Proposal.

 

•

Director Election Proposal: Directors are elected by a plurality of all of the votes cast by holders of shares of common stock represented at the Special Meeting via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected to serve as directors following the closing of the Business Combination. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker non-votes will have no effect on the election of directors.

 

•

Class A Common Stock Proposal: The approval of the Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Class A Common Stock Proposal will have the same effect as a vote “AGAINST” the Class A Common Stock Proposal.

See “How does the Initial Stockholders intend to vote their shares?” for information on how the Initial Stockholders intend to vote their shares.

 

Q:	Why is GSAH proposing the governance proposal?

 

A:

As required by applicable SEC guidance, GSAH is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the New Mirion Charter that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, GSAH is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on GSAH and the Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the Charter Proposal). Please see the section entitled “Proposal No. 4—The Governance Proposal.”

 

Q:	What are the recommendations of GSAH’s Board?

 

A:

GSAH’s Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of GSAH’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Class A Common Stock Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1—Approval of the Business Combination—GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination” for a further discussion of these considerations.

 

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Q:	How do the Initial Stockholders intend to vote their shares?

 

A:

The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting (other than the Class A Common Stock Proposal). As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Mirion Stockholder or our or their respective directors, officers, advisors or respective affiliates may (1) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GSAH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Mirion stockholder or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the Condition Precedent Proposals and (2) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have an adverse effect on the market price of our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Special Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. GSAH stockholders may send a later-dated, signed proxy card to GSAH’s Secretary at GSAH’s address set forth below so that it is received by GSAH’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on October 19, 2021) or attend the Special Meeting via the virtual Special Meeting website and vote. GSAH stockholders also may revoke their proxy by sending a notice of revocation to GSAH’s Secretary, which must be received by GSAH’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:	If I am not going to attend the Special Meeting via the virtual Special Meeting website, should I return my proxy card instead?

 

A:	Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully and in its entirety, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

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Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:	If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting.

 

Q:	What happens if I fail to take any action with respect to the Special Meeting?

 

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder or warrant holder of the post-business combination company, as applicable. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder or warrant holder of GSAH, as applicable. However, if you fail to vote with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

 

Q:	What should I do with my stock certificates, warrant certificates or unit certificates?

 

A:	Our stockholders who exercise their redemption rights must deliver (either physically or electronically) their stock certificates to our transfer agent prior to the Special Meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 15, 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the stock certificates relating to their public shares.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

GSAH stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of our common stock.

 

Q:	Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A:

We will pay the cost of soliciting proxies for the Special Meeting. GSAH has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting. GSAH has agreed to pay Innisfree a fee of $40,000, plus disbursements. GSAH will reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. GSAH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. GSAH’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or during the Special Meeting via the Special Meeting website. They will not be paid any additional amounts for soliciting proxies.

 

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Q:	Who can help answer my questions?

 

A:	If you have questions about the proposals or the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Innisfree M&A Incorporated (“Innisfree”)

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 456-3463

Banks and Brokers may call collect: (212) 750-5833

You also may obtain additional information about GSAH from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically through DTC’s DWAC System) to Continental Stock Transfer & Trust Company, N.A., our transfer agent, at the address below prior to the Special Meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 15, 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact Continental Stock Transfer & Trust Company, N.A.:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

 

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Summary Unaudited Pro Forma Financial Information

(Dollars in millions except share and per share data)

 

		Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)
Statement of Operations Data—Six Months Ended June 30, 2021
Total Revenues		$	346.1			$	346.1
Net income (loss)		$	(61.5	)		$	(62.3	)
Pro Forma weighted average common shares of Class A common stock outstanding—basic and diluted			195,050,000				170,720,000
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A		$	(0.30	)			(0.35	)
Statement of Operations Data—Year Ended December 31, 2020
Total Revenues		$	584.7			$	584.7
Net income (loss)		$	(187.9	)		$	(189.5	)
Pro forma weighted average common shares of Class A common stock outstanding—basic and diluted			195,050,000				170,720,000
Pro forma net income (loss) per share basic and diluted available to common stockholders, Class A		$	(0.92	)		$	(1.05	)
Balance Sheet Data—As of June 30, 2021
Total current assets		$	661.4			$	418.1
Total assets		$	3,166.2			$	2,922.9
Total current liabilities		$	232.5			$	232.5
Total liabilities		$	1,223.1			$	1,223.1
Total stockholders’ equity (deficit)		$	1,943.1			$	1,699.8

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the Annexes and the accompanying financial statements of GSAH and Mirion, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” GSAH or Mirion may face additional risks and uncertainties that are not presently known to GSAH or Mirion, or that GSAH or Mirion currently deems immaterial, which may also impair GSAH’s or Mirion’s business or financial condition.

Risks Related to Mirion’s Business

The following risk factors apply to the business and operations of Mirion and will also apply to the business and operations of the post-business combination company. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-business combination company. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Mirion prior to the consummation of the Business Combination, which will be the business of the post-business combination company following the consummation of the Business Combination.

Risks Related to Our Business and Industry

Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as COVID-19. The global spread of COVID-19 has created significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration.

COVID-19 has had an adverse impact on our operations and supply chains, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking. Due to these impacts and measures, we have experienced unpredictable reductions in demand for certain of our products and services. Many employers in the United States and Europe, including us, are continuing to require some of their employees to work from home or not go into their offices or customers’ facilities. In addition to existing travel restrictions, countries may continue to close or decline to reopen borders, impose prolonged quarantines, and further restrict travel, which could significantly impact our ability to support our sites and customers in those locations and the ability of our employees to get to their places of work to produce products, or significantly hamper our products from moving through the supply chain. As a result, COVID-19 may materially adversely affect revenue growth in certain of our businesses, primarily those serving our medical end markets, and it is uncertain how materially COVID-19 will affect our global operations generally if these impacts were to persist or worsen over an extended period of time. The extent and duration of the impacts are uncertain and dependent in part on customers returning to work and economic activity ramping up.

The impact of COVID-19 on our customers has affected our sales operations in certain ways. For example, we have experienced increased customer disputes regarding orders, delayed customer notices to proceed with production, delayed payment from customers and, on rare occasions, customers have refused to pay for their orders entirely.

Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be impacted by individuals contracting or being exposed to COVID-19. While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures may not be successful, and we may be required to temporarily close facilities or take other measures. For example, two of our facilities have undergone brief closures due to the COVID-19 pandemic. While we are

 

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staying in close communication with our sites, employees, customers and suppliers and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of COVID-19 on us is not determinable.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the existence of any additional waves of the pandemic, the extent and effectiveness of containment actions, treatment and prevention measures, including vaccines, and the impact of these and other factors on our customers, employees, suppliers and other business partners. Moreover, to the extent the COVID-19 pandemic or any worsening of the global business and economic environment as a result thereof, continues to adversely affect our business and financial results, it may also have the effect of heightening or exacerbating many of the other risks described under “—Risks Related to Our Business Operations.”

We have incurred operating losses in the past and expect to incur operating losses in the future.

As of June 30, 2021 and June 30, 2020 we had an accumulated deficit of $888.0 million and $729.7 million, respectively. For fiscal 2021 we experienced a net loss of $158.4 million. We cannot assure you that we will achieve positive net income in any future period. We expect our operating expenses to increase in the future as we expand our operations. Furthermore, as a public company, we will incur additional legal, accounting and other expenses that we did not incur as a private company. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability. We expect to incur significant losses in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other factors that may result in losses in future periods. If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.

Our financial performance may be variable.

Our business depends on the demand for our radiation detection, measurement, analysis and monitoring products, our nuclear medicine and related quality management products, and services in the nuclear, defense, medical and other end markets. In the past, the demand for our products in these markets has fluctuated due to a variety of factors, many of which are beyond our control. This has caused our financial performance to fluctuate. Among the factors affecting our performance are:

 

•

general economic conditions, both domestically and internationally, including inflation, recession and interest rate fluctuations;

 

•

the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders;

 

•

the timing of revenue recognition, which often requires customer acceptance of the delivered products;

 

•

delays, postponements or cancellations of construction or decommissioning of NPPs caused by, for example, financing difficulties or regulatory delays;

 

•

adverse economic, financial and/or political conditions, as well as manmade or natural disasters, such as pandemics, in one or more of our target end markets;

 

•

variations in the volume of orders for a particular product or product line in a particular quarter;

 

•

the size and timing of new contract awards;

 

•

the timing of the release of government funds for procurement of our products;

 

•

the degree to which new end markets emerge for our products;

 

•

the budget cycles of U.S. and foreign governments and commercial enterprises that affect timing of order placement for or delivery of our products;

 

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•

the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration;

 

•

international trade conditions, such as the tariffs imposed by both the United States and China on the import of certain goods; and

 

•

changes in laws or regulations affecting our target end markets, in particular the medical market.

If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers.

The markets in which we compete are subject to technological changes, product obsolescence and evolving industry standards. Our ability to successfully compete in these markets and to continue to grow our business depends in significant part upon our ability to develop, introduce and sell new and enhanced products in a timely and cost-effective manner, and to anticipate and respond to changing customer requirements. We have experienced, and may in the future experience, delays in the development and introduction of new products. These delays could provide a competitor a first-to-market advantage or greater market share. Defects or errors found in our products after commencement of commercial shipment could result in delays in market acceptance of these products. Our nuclear medicine and imaging products may become obsolete or unmarketable if new technologies are introduced to the market, or if new industry standards emerge. We may not be able to leverage our assets to diversify our products and services fast enough to generate revenue beyond our current markets in a timely manner. If we are unable to diversify our product and service offerings quickly enough to respond to market changes, our financial viability may worsen.

Our ability to successfully develop and introduce new products and product enhancements, and the revenues and costs associated with these efforts, will be affected by our ability to:

 

•

properly identify and address customer needs;

 

•

in the case of our medical end market, educate medical providers about the use of new products and services;

 

•

comply with internal quality assurance systems and processes in a timely and efficient manner;

 

•

manage regulatory approvals and clearances including their timing and costs;

 

•

accurately predict and control costs associated with inventory overruns caused by phase-in of new products and phase-out of old products;

 

•

manufacture and deliver our products in sufficient volumes on time and accurately predict and control costs associated with manufacturing, installation, warranty and maintenance of the products;

 

•

meet our product development plan and launch timelines;

 

•

improve manufacturing yields of components; and

 

•

manage customer demands for retrofits of both old and new products.

Lack of market acceptance for our new products will jeopardize our ability to recoup research and development expenditures, hurt our reputation and harm our business, financial condition and results of operations. Accordingly, we cannot assure you that our future product development efforts will be successful.

We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources.

The market for our products and services is fragmented, with a variety of small and large competitors, where the degree of fragmentation and the identities of our competitors vary among our target end markets. Some of our competitors have greater financial resources than do we, and they may be able to focus those resources on developing products or services that are more attractive to potential customers than those that we offer, or on

 

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lobbying efforts to enhance their prospects of obtaining government contracts. Some of our competitors, for example, are substantially larger and better capitalized than we are and have the ability to combine solutions into an integrated offering at attractive prices. Our competitors may offer these solutions at prices below cost in order to improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices to compete, and reduce our market share and revenue, any of which could materially and adversely affect our business, financial condition and results of operations.

Our customers may reduce or halt their spending on our products and services.

A variety of factors may cause our existing or future customers to reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services. These factors include:

 

•

unfavorable financial conditions and strategies of our customers;

 

•

for the nuclear end market, civic opposition to or changes in government policies regarding nuclear operations or a reduction in demand for nuclear generating capacity;

 

•

accidents, terrorism, natural disasters or other incidents occurring at our facilities, the facilities of our customers or at any other place; and

 

•

the decision by one or more of our customers to acquire one of our competitors or otherwise insource the services we provide.

Our sales cycles in certain end markets can be long and unpredictable.

Our sales efforts for many of our products involve substantial discussion with customers regarding product configuration and deployment. This process can be extremely lengthy and time consuming and typically involves a significant product evaluation process. For example, the typical sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, nuclear power plants, or NPPs, ranges from 12 to 36 months and has, in some cases, extended up to 60 months or more. In the medical end market, the typical sales cycle depends upon the type of product and whether the sales are international or within the United States, and can range from 1 to 18 months. In addition, these customers generally make a significant commitment of resources to test and evaluate our products prior to purchase. As a result, our sales process is often subject to delays associated with the lengthy approval processes that typically accompany the design, testing and adoption of new, technologically complex products. This results in us investing significant resources prior to orders being placed for our products, with no assurances that we will secure a sale.

In addition, a significant amount of time can pass before we recognize the revenue associated with an order once it has been placed. We may need a notice to proceed with an order from the customer before starting to execute the customer’s order, which may delay revenue recognition. We may also not recognize revenue for sales of certain of our products until the customer certifies the successful installation and operation of the product, which can be many months or, particularly with regard to our Sensing Systems and Radiation Monitoring Systems products, years following the receipt of a customer order. The installation of our equipment may also be subject to construction or scheduled outage delays unrelated to our products, which can further defer the recognition of revenue.

We exercise judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Revenue recognized on an over-time basis for the year ended June 30, 2021 accounted for approximately 25% of total net sales. Typically, overtime revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative catch-up method of accounting which recognizes the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original

 

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estimate. A significant change in an estimate on one or more contracts could have a material effect on our consolidated financial position, results from operations, or cash flows.

Our long and uncertain sales cycle and the unpredictable period of time between the placement of an order and our ability to recognize the revenue associated with the order makes revenue predictions difficult, particularly on a quarterly basis, and can cause our operating results to fluctuate significantly.

Our growth plans depend in part on growth through acquisitions, and these plans involve numerous risks. If we are unable to make acquisitions, or if we are not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, our operations may be materially and adversely affected.

As part of our business and growth strategy, we have made and plan to continue to make acquisitions of, or significant investments, in businesses, products or technologies that allow us to complement our existing product offerings, expand our market coverage, increase our engineering workforce, reinforce our supply chain or enhance our technological capabilities.

For example, in fiscal 2020, we acquired Premium Analyse, a key player in the radioactive gas detection market and measurement of tritium, Selmic, an electronic component manufacturer of sensors, modules, and devices serving in automotive, transportation, medical, security, defense, and telecom industries, and Capintec, a leading supplier of calibration and measurement technologies for nuclear medicine applications. We also acquired the Personal Radiation Dosimeter facility from the Helmholtz Zentrum of Munich. In fiscal 2021, we acquired Biodex, a provider of nuclear instruments, imaging equipment and rehabilitation systems, DOSImetrics, a provider of personnel dosimetry systems, and Sun Nuclear, a provider of radiation oncology quality assurance. We plan to continue exploring additional acquisition opportunities in the future. If our expected returns on these transactions are not achieved, it could adversely impact our business, results of operations and financial condition.

We plan to continue exploring additional acquisition opportunities in the future but we are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed.

Even if we do find suitable acquisition opportunities, we may not be able to consummate the acquisitions on commercially acceptable terms or realize the anticipated benefits of any acquisitions we do undertake. Our ability to grow our business through acquisitions is subject to numerous risks, including competition for the acquisition of attractive or promising businesses or assets, the need to finance such acquisitions through cash on hand or financing, and the need to secure required governmental approvals under antitrust and competition laws in the United States and worldwide.

Where we succeed in acquiring a business or assets, we are exposed to many risks, including:

 

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problems integrating the new personnel or the purchased operations, technologies or products;

 

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difficulty securing adequate working capital;

 

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unanticipated costs associated with the acquisition;

 

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negative effects on our ability to generate excess free cash flow;

 

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negative effects on profitability;

 

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adverse effects on existing business relationships with suppliers and customers;

 

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risks associated with entering markets in which we have no or limited prior experience;

 

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loss of key employees of the acquired business;

 

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our assumption of legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs;

 

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litigation arising from the operations before they were acquired by us; and

 

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difficulty completing financial statements and audits.

Our inability to overcome problems encountered in connection with any acquisition could divert the attention of management, consume scarce corporate resources and otherwise harm our business. If our expected returns on these transactions are not achieved, it could adversely impact our business, results of operations and financial condition.

Many of our products and services involve the detection, identification, measurement or monitoring of radiation and the failure of our products or services to perform to specification could materially and adversely affect our business, financial condition or results of operations.

Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. In the medical end market, our products and services are often used, for example, to ensure that radiation oncology patients receive accurate doses of radiation. In order to ensure the safety of such patients, we are committed to upholding high standards of precision and accuracy for our products. The failure of our products to perform to specification could result in personal injury or death and property damage (including environmental contamination), or the incorrect treatment being administered to patients. Legal and regulatory actions taken in response to product failure could result in significant costs to us. Additionally, the failure of our products to perform to specification could adversely affect market perception of the quality and effectiveness of our products and services, which would harm our ability to attract new customers and could cause our existing customers to cease doing business with us.

While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks and a claim can exceed the limits of our policies. We cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all. We may also be subject to significant deductibles.

Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all cases or that our insurance will cover the liabilities we have assumed under these contracts. The costs of defending against a claim arising out of such failure, and any damages awarded as a result of such a claim, could adversely affect our business, financial condition and results of operations.

Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subjects us and our customers to regulations, related costs and delays and potential liabilities for injuries or violation of environmental, health and safety laws.

The majority of our products designed to detect, quantify and analyze ionizing radiation require the use of radioactive sources for testing and calibration. The required radioactive sources, or other sources of ionizing radiation, e.g., X-ray machines, are held by our facilities performing these tests and calibrations. Our customers hold equivalent sources for ongoing testing and re-calibration. Customers often acquire the radioactive sources directly from third party providers but may also purchase the sources from us as accessory to the product.

Certain of our reactor instrumentation and control equipment and systems in our Industrial segment incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials or other sources of ionizing radiation are provided by the appropriate regulatory authority in the relevant jurisdiction and such authorities may be at the state or national level. Our failure or any customer’s failure to obtain the necessary license for radioactive sources or materials required by or incorporated into our products could result in the cancellation or delay of purchases by our customers, or remedial action by the relevant regulators.

 

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While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves an application process in which we: identify a person or persons who have appropriate training and experience to be a health physics/radiation safety officer; specify the radioactive sources or materials sought to be licensed, their physical form (i.e., sealed or unsealed) and maximum possession limits on the amount of each type of radioactive element or compound sought under the license; specifies their intended use (e.g., calibration, testing, quality assurance, manufacturing); and, set forth written policies and procedures to ensure that we have adequate measures in place to ensure health and safety. These policies and procedures typically must be designed to ensure worker, workplace and public safety, including emergency plans; set forth the proper handling, control and security of radioactive sources or materials on site; detail any disposal or decommissioning considerations; and adequately train personnel at the site in proper access to, and handling of, radioactive sources or materials. Our noncompliance with or failure to properly implement such policies and procedures could delay or otherwise preclude us from obtaining the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.

The particular license requirements in a given jurisdiction are normally tailored to the specific radioactive elements or compounds involved, their physical form, and possession limits. Once authorities complete their application review and any required follow-up, the authority issues the site a license which imposes specific on-going compliance obligations that typically include requirements for us to pay periodic licensing fees, submit periodic written compliance reports, and agree to periodic site inspections by regulators, which may be announced or unannounced. Our failure to comply with any of these on-going obligations could result in the revocation of the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.

We are subject to federal, state and local regulations governing storage, handling and disposal of these radioactive materials and waste products. Outside of the United States, we are also subject to radiation regulations that vary from country to country. The improper storage, use and disposal of such materials by us and/or our customers could result in direct or secondary liability, including penalties and fines, to us in the event of environmental contamination or physical injury. We cannot eliminate the risk of accidental contamination or injury from those radioactive materials nor can we control the practices of our customers. The sale and use of our products with radioactive sources or materials could also lead to the filing of claims if someone were to allege injury from the use of one of our products or allege that one of our products was defective. Such a claim could result in substantial damages, be costly and time-consuming to defend and adversely affect the marketability of our products and our reputation.

We and many of our customers operate in a politically sensitive environment, and the public perception of nuclear energy or nuclear medicine can affect our customers and us.

We and our customers operate in a politically sensitive environment. The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which requires the shutdown of all German NPPs by 2022. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.

 

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Accidents involving nuclear power facilities, including but not limited to events similar to Fukushima, or terrorist acts or other high profile events involving radioactive materials could materially and adversely affect our customers and the markets in which we operate and increase regulatory requirements and costs that could in turn materially and adversely affect our business.

Successful execution of our business model in the nuclear power end market is dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals, and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan beginning on March 11, 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants, or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs have delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our products in the nuclear end market could suffer, which could materially and adversely affect our business and operations.

We have, and we intend to continue pursuing, fixed-price contracts. Our failure to mitigate certain risks associated with such contracts may result in reduced margins.

We estimate that approximately a quarter of our revenue was associated with contracts with a duration of 12 months or longer and approximately 60% of such revenue was associated with contracts with fixed-price arrangements which do not provide for price escalation in the event of unanticipated cost overruns, in each case for the fiscal year ended June 30, 2021. Under these contracts, we perform our services and provide our products at a fixed price. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. We have in the past experienced unanticipated cost overruns on some of our fixed-price contracts. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise. In addition, we are sometimes required to incur costs in connection with modifications to a contract that may not be approved by the customer as to scope or price, or to incur unanticipated costs, including costs for customer-caused delays, errors in specifications or designs or contract termination, that we may not be able to recover. These, in turn, could adversely affect our business, financial condition and results of operations. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as:

 

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failure to properly estimate, or changes in, the costs of material, components or labor;

 

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inflation and currency exchange rate fluctuations;

 

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unanticipated technical problems with the products or services being supplied by us, which may require that we spend our own money to remedy the problem;

 

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our suppliers’ or subcontractors’ failure to perform;

 

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difficulties of our customers in obtaining required governmental permits or approvals;

 

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changes in local laws and regulations;

 

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unanticipated delays in construction of new NPPs and decommissioning of existing NPPs; and

 

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limited history with new products and new customers.

Furthermore, we intend to continue pursuing longer-term contracts which may continue to contain fixed-price arrangements, and the amount of revenue associated with such contracts may change in future periods. As a

 

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result of one or more of these factors, we may incur losses or contracts may not be as profitable as we expect, and this could materially and adversely affect our business, financial condition and results of operations.

We may not realize all of the sales expected from our backlog of orders and contracts, and amounts included in our order backlog may not result in actual revenue or translate into profits.

Although the amount of our backlog is based on signed purchase orders or other written contractual commitments, we cannot guarantee that our order backlog will result in actual revenue in the originally anticipated period or at all. For fiscal 2021, our estimated combined order backlog was $715.8 million. The majority of our combined backlog is considered firm and expected to be delivered within one year. In addition, the mix of contracts included in our order backlog can greatly affect our margins in future periods, which may not be comparable to our historical product mix and operating results. Our customers may experience project delays or cancel orders due to factors beyond our control. If customers terminate, reduce or defer firm orders, whether due to fluctuations in their business needs or purchasing budgets or other reasons, our sales will be adversely affected and we may not realize the revenue we expect to generate from our backlog or, if realized, the revenue may not translate into profit. If our order backlog fails to result in revenue in a timely manner or at all, we could experience an overall reduction in revenue and liquidity.

Risks Related to Our Business Operations

We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations.

The business is organized in two reportable business segments: Medical and Industrial. Our Medical segment is based around our sales, products and services to customers in the medical market. The Industrial segment is primarily based around the nuclear energy, defense, laboratories and scientific research markets as well as other industrial markets.

The decentralization of our organization structure necessarily places significant control and decision-making powers in the hands of local management, which presents certain risks, including the risk that we may be slower to detect or react to compliance-related matters, that “company-wide” business initiatives may be more challenging or costly to implement, and the risk of noncompliance or failures is higher than they may be in a more centralized operating environment. In addition, key business group resources and our corporate functions, which are leanly staffed but responsible for supporting our decentralized operations, may also not be able to detect or resolve financial, operational, and compliance matters on a timely basis. Our failure to adapt our financial, operational and compliance controls and systems to effectively manage our decentralized business and comply with our obligations as a public company could materially and adversely affect our business, financial condition or results of operations.

A failure to expand our manufacturing capacity and scale our capabilities to manufacture new products could constrain our ability to grow our business.

The future growth of our business depends on our ability to successfully expand our manufacturing capacity. For example, we experienced manufacturing delays with one of our suppliers, Selmic, in connection with ramping up production of our Mirion Battlefield Dosimeter. To ensure on-time deliveries going forward, we acquired Selmic and invested resources in resolving the manufacturing issues that caused delays. Expansion of our manufacturing capacity may also require us to obtain regulatory approvals or additional financing. Delay in the expansion of our manufacturing capacity could constrain our ability to grow our business, which would adversely affect our business, financial condition and results of operations.

Similarly, we could have substantial difficulty in dealing with rapid growth in markets for new products that we may introduce. If demand for our new products increases rapidly, we will need to expand internal production

 

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capacity or implement additional outsourcing. Success in developing, manufacturing and supporting products manufactured in small volumes does not guarantee comparable success in operations conducted on a larger scale. Manufacturing yields and product quality may decline as production volumes increase. If we are unable to deliver products quickly and cost effectively and in the requisite volumes, our customers may decline to purchase our new products or may purchase substitute products offered by our competitors. The costs associated with implementing new manufacturing technologies, methods, and processes, including the purchase of new equipment, and any resulting delays, inefficiencies and loss of sales, could harm our results of operations.

We rely on third-party manufacturers to produce sub-components for certain of our products and services. If our manufacturers are unable to meet our requirements, or are subject to unanticipated disruptions, our business could be harmed.

We use third-party manufacturers to produce sub-components for certain of our products. From time to time demand for our products has grown faster than the supply capabilities of these vendors. For example, significant growth in our Instadose product line required additional inventory purchasing to meet demand. In many cases, these manufacturers have no obligation to supply products to us for any specific period, in any specific quantity or at any specific price, except as set forth in a particular purchase order. Our requirements represent a small portion of the total production capacities for many of our manufacturers, and our manufacturers may reallocate capacity to other customers, even during periods of high demand for our products or services. We have in the past experienced, and may in the future experience, quality control issues and delivery delays with our manufacturers due to factors such as materials shortages, outages of specialized manufacturing equipment, high industry demand, inability of our manufacturers to consistently meet our quality or delivery requirements, or long lead times for components that could delay deliveries. Component manufacturers that sell to our suppliers may decide to stop producing certain components, declaring end-of-life for critical components and limiting supply of these components. In such cases, we would need to identify component alternatives, redesign electronic components or requalify electronic designs, which would require time and resources. In addition, third-party manufacturers may have financial difficulties and face the risk of bankruptcy, especially in light of the current worldwide economic downturn. If one of our suppliers was to cancel or materially change a commitment with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell our products or services cost effectively or on a timely basis, if at all, and have significantly decreased revenue, which would harm our business, financial condition and results of operations. We may qualify additional suppliers in the future which would require time and resources. If we do not qualify additional suppliers, we may be exposed to increased risk of capacity shortages due to our dependence on our current suppliers.

In addition, our suppliers (and those they depend upon for materials and services) are subject to risks, including COVID-19-related supplier plant shutdowns or slowdowns, labor disputes or constraints, union organizing activities, intellectual property claims, financial liquidity, information technology failures, inclement weather, natural disasters, significant public health and safety events, supply constraints, and general economic and political conditions that could limit their ability to provide us with materials. Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme epidemics and pandemics, weather events, long-term changes in temperature levels, sea level rise and water availability may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products.

We derive a significant portion of our revenue from international sales and our operations in foreign countries are subject to political, economic, legal and other risks, which could materially and adversely affect us.

Revenue generated from outside of North America accounted for approximately 45% of our net sales in fiscal 2021 and approximately 48% of our net sales in both fiscal 2020 and 2019. We anticipate that international sales will continue to constitute a material percentage of our total net sales in future periods. As a result, our operations are subject to risks associated with global operations and sales, including:

 

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foreign currency exchange fluctuations;

 

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changes in regulatory requirements;

 

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tariffs and other barriers;

 

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timing and availability of export licenses;

 

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difficulties in accounts receivable collections;

 

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difficulties in protecting and enforcing our intellectual property;

 

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difficulties in staffing and managing international operations;

 

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difficulties in managing sales agents, distributors and other third parties;

 

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coordination regarding, and difficulties in obtaining, governmental approvals for products that may require certification;

 

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rescission or termination of contracts by governmental parties without penalty and regardless of the terms of the contract;

 

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restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;

 

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the burden of complying with a wide variety of complex foreign laws and treaties;

 

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potentially adverse tax consequences; and

 

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uncertainties relative to regional political and economic circumstances.

We are also subject to risks associated with the imposition of legislation and regulations relating to the import or export of our products. Furthermore, the failure to comply with export control regulations and to obtain required approvals could result in loss of the ability to continue to export products, fines and penalties.

We cannot predict whether quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries. Some of our customers’ purchase orders and agreements are governed by foreign laws, which often differ significantly from the laws of the United States. Therefore, we may be limited in our ability to enforce our rights under such agreements and to collect damages, if awarded. These factors may materially and adversely affect our business, financial condition and results of operations.

We rely on third-party sales representatives to assist in selling our products and services, and the failure of these representatives to perform as expected or to secure regulatory approvals in jurisdictions where they are required to do so could reduce our future sales.

We derive a significant portion of our revenue from sales through third-party sales representatives. We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services. Moreover, many of our third-party sales representatives also market and sell competing products and services, which may affect the extent to which our third-party sales representatives promote our products and services. If our third party sales representatives advertise or promote or characterize our products in a manner inconsistent with our (or their) messaging, as approved by our regulatory affairs professionals, such acts could be imputed to us and we could become subject to risk or liability from government regulatory bodies or agencies for criminal or civil claims, including false claims, and we could become susceptible to individual consumer actions or class actions based on false or improper advertising and promotion, off-label promotion, failure to warn defects in our products and unfair competition or unfair trade practices claims, all of which could lead to adverse publicity, fines, penalties, judgments, money damages and other significant losses. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives who will be able to market and support our products and services effectively and accurately, especially in markets in which we have not previously sold our products and services. If we cannot retain our current third-party sales representatives or recruit additional or replacement third-party sales representatives, our business, financial condition and results of operations could be harmed.

 

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