Item 8.01 Other Events.
On
Since the initial filing of the Registration Statement, GSAH has received four
letters on behalf of putative stockholders and one action has been filed in
SUPPLEMENT NO. 1 TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
This supplemental information should be read in conjunction with the definitive proxy statement/prospectus, which should be read in its entirety. Page references in the below disclosures are to pages in the definitive proxy statement/prospectus, and defined terms used but not defined herein have the meanings set forth in the definitive proxy statement/prospectus. To the extent the following information differs from or conflicts with the information contained in the definitive proxy statement/prospectus, the information set forth below shall be deemed to supersede the respective information in the definitive proxy statement/prospectus. GSAH denies any alleged violations of law or any legal or equitable duty. Without admitting in any way that the disclosures below are material or otherwise required by law, GSAH makes the following amended and supplemental disclosures solely for the purpose of mooting the pending lawsuit.
The section of the definitive proxy statement/prospectus entitled "Proposal No. 1-The Business Combination Proposal-Background of the Transactions" is hereby amended and supplemented as follows:
The first paragraph on page 181 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
On
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Company's IPO, (2) the fee to be paid to Goldman Sachs compared to the fees that
the Company believed would be typical in connection with an investment bank
serving as financial advisor for a business combination valued at over
The fourth paragraph on page 181 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
Throughout the evaluation process, the Company evaluated over 800 potential
acquisition targets and made contact with representatives of over 50 of such
potential targets to discuss a potential business combination transaction,
ultimately receiving detailed information on 20 such potential targets (such
other potential targets, the "Other Targets") and entering into non-disclosure
agreements with 16 of the Other Targets, in addition to Mirion, none of which
contained standstill provisions with respect to the Company's securities . The
company submitted a proposal on six of the Other Targets. The Company did not
enter into exclusivity, nor did the Company agree to terms, with any of the
potential targets other than Mirion and
The second paragraph on page 183 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
On
The seventh paragraph on page 183 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
On
The section of the definitive proxy statement/prospectus entitled "Proposal No. 1-The Business Combination Proposal- Satisfaction of 80% Test" is hereby amended and supplemented as follows:
The paragraph following the subheading "Satisfaction of the 80% Test" and projections table on page 195 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). Based on the financial analysis of Mirion generally used to approve the transaction, our Board determined that this requirement was met. Our Board determined that the consideration being paid in the
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Business Combination, which amount was negotiated at arms-length, was fair to
and in the best interests of GSAH and its stockholders and appropriately
reflected Mirion's value. In reaching its conclusion on the 80% asset test, our
Board used as a fair market value the
In addition, since the filing of the definitive proxy statement/prospectus on
SUPPLEMENT NO. 2 TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
This supplemental information should be read in conjunction with the definitive proxy statement/prospectus, which should be read in its entirety. Page references in the below disclosures are to pages in the definitive proxy statement/prospectus, and defined terms used but not defined herein have the meanings set forth in the definitive proxy statement/prospectus. To the extent the following information differs from or conflicts with the information contained in the definitive proxy statement/prospectus, the information set forth below shall be deemed to supersede the respective information in the definitive proxy statement/prospectus.
The section of the definitive proxy statement/prospectus entitled "Summary of the Proxy Statement/Prospectus-Regulatory Matters" is hereby amended and supplemented as follows:
The third paragraph following the subheading "Regulatory Matters" on page 65 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
Additionally, under applicable laws and regulatory regimes in certain foreign
jurisdictions, certain transactions may not be consummated until approval is
granted or applicable waiting periods expire or terminate. The Business
Combination is subject to applicable foreign direct investment ("FDI") laws in
certain jurisdictions, and may not be consummated until approval or expiration
of the applicable waiting periods under these FDI laws, including in
The section of the definitive proxy statement/prospectus entitled "Risk Factors-Risks Related to the Business Combination and GSAH" is hereby amended and supplemented as follows:
A new fifth paragraph following the subheading "Certain regulatory approvals are closing conditions to the Business Combination. Such regulatory approvals may not be received, may take longer to receive than expected, or may be subject to conditions that are not presently anticipated, any of which could delay or prevent the Closing" on page 116 of the definitive proxy statement/prospectus is hereby added (new language indicated by bold underline):
As of
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The section of the definitive proxy statement/prospectus entitled "Proposal No. 1-The Business Combination Proposal-Regulatory Matters" is hereby amended and supplemented as follows:
The third paragraph following the subheading "Regulatory Matters" on page 209 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
Additionally, under applicable foreign direct investment ("FDI") laws in certain
foreign jurisdictions, certain transactions may not be consummated until
approval is granted or applicable waiting periods expire or terminate. The
Business Combination is subject to these requirements in
The second paragraph following the subheading "Finnish FDI" on page 209 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
On
The fifth paragraph following the subheading "French FDI" on page 210 of the definitive proxy statement/prospectus is amended and restated in its entirety (new language indicated by bold underline):
On
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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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 definitive proxy
statement 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 about the Transaction 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
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