GS ACQUISITION HOLDINGS II A Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on
On
Other than as modified pursuant to the Amendment, the Agreement remains in full
force and effect. The foregoing descriptions of the Amendment and the Agreement
do not purport to be complete and are qualified in their entirety by reference
to the full text of the Amendment, the form of which is filed as Exhibit 2.1
hereto and the terms of which are incorporated herein by reference, and of the
Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed with the
Forward-Looking Statements
This Current Report contains "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the vote to approve the potential business combination. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as "pro forma," "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "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 or Mirion discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and 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 or Mirion's management.
These forward-looking statements involve significant risk and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside the Company and Mirion's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the Company's ability to complete the potential transaction;
(2) satisfaction or waiver (if applicable) of the conditions to the potential
transaction, including with respect to the approval of the stockholders of the
Company; (3) the ability to maintain the listing of the combined company's
securities on the
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relationships with customers and suppliers and retain its management and key
employees; (7) costs related to the proposed transaction; (8) changes in
applicable laws or regulations and delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required
to complete the potential transaction; (9) the possibility that the Company and
Mirion may be adversely affected by other economic, business and/or competitive
factors; (10) the outcome of any legal proceedings that may be instituted
against the Company and Mirion or any of their respective directors or officers,
following the announcement of the potential transaction; (11) the failure to
realize anticipated pro forma results or projections and underlying assumptions,
including with respect to estimated stockholder redemptions and purchase price
and other adjustments; (12) future global, regional or local political, market
and social conditions, including due to the COVID-19 pandemic; and (13) other
risks and uncertainties indicated from time to time in the preliminary proxy
statement/prospectus of the Company, including those under "Risk Factors"
therein, and other documents filed or to be filed with the
Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Neither the Company nor Mirion undertakes any
obligation to update its forward-looking statements to reflect events or
circumstances after the date of this Current Report. Additional risks and
uncertainties are identified and discussed in the Company's reports filed with
the
Additional Information and Where to Find It
In connection with the proposed Business Combination, a registration statement
on Form S-4 (File No. 333-257535) was filed by the Company with the
Participants in the Solicitation
The Company and Mirion and their respective directors and officers may be deemed
participants in the solicitation of proxies of the Company's stockholders in
connection with the proposed Business Combination. The Company's stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of the Company in the Company's
Annual Report on Form 10-K/A for the fiscal year ended
Information regarding the persons who may, under
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
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Exhibit
No. Description of Exhibits
2.1 Amendment No. 1 to Business Combination Agreement, dated as of
September 3, 2021 , by and among GS Acquisition Holdings Corp II ,
Mirion Technologies (TopCo), Ltd. and 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 their general partner, Charterhouse General Partners (IX)
Limited , on behalf of the Sellers
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