Mirion Technologies, Inc. entered into a business combination agreement to acquire GS Acquisition Holdings Corp II (NYSE:GSAH) from GS Sponsor II LLC and others for $1.7 billion in a reverse merger transaction on June 17, 2021. The consideration will be paid in a combination of equity and cash consideration. Under the terms of the transaction, GS Acquisition Holdings Corp II will pay $1.31 billion in cash consideration (subject to certain adjustments) to Mirion Technologies stockholders and will pay transaction expenses and reduce Mirion Technologies's existing indebtedness to up to ~3.0x LTM estimated pro forma Adjusted EBITDA as of June 30, 2021. The remainder of the consideration payable to the stockholders of Mirion Technologies will consist of shares of GS Acquisition Holdings Corp II common stock and Mirion Technologies rollover equity. The cash consideration will be an amount equal to $1.31 billion 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 $1.31 billion less the amount by which $1.31 billion exceeds the available closing cash. In exchange for Mirion's A Ordinary Shares, B Ordinary Shares and certain loan notes due 2026 issued by Mirion Technologies, 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 GS Acquisition Holdings Corp II's Class A common stock or shares of GS Acquisition Holdings Corp II's class B common stock combined with shares of Class B common stock of IntermediateCo that will be majority owned by GS Acquisition Holdings Corp II.

Upon completion, it is expected that, assuming no redemptions by the public stockholders of GS Acquisition Holdings Corp II, Charterhouse Capital, alongside its co-investors and Mirion Technologies management will hold approximately 19% of Mirion Technologies, Inc. Public equity holders of GS Acquisition Holdings Corp II are expected to own 37% of the combined business and private placement investors are expected to own 44% of the combined business at closing. Transaction is expected to be funded through a combination of $750 million cash held in trust, $900 million of private placement proceeds. Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. are providing committed senior secured term loan B facility of $830 million in support of the transaction. The transaction also includes $200 million anchor investment from Goldman Sachs and an additional $125 million of equity to the transaction, to be used as a backstop, resulting in a total equity commitment of up to $325 million. At closing, GS Acquisition Holdings Corp II name will be changed to Mirion Technologies, Inc. and Mirion Technologies's stock will trade under the ticker symbol NYSE: MIR and MIRW. The transaction can be terminated under certain circumstances. Larry Kingsley, former Chief Executive Officer of Pall Corporation and IDEX Corporation, will serve as Chairman when the transaction closes. Mirion Technologies will continue to be led by 20-year industry veteran and company founder, Chief Executive Officer Thomas Logan. Upon closing of the transaction, GS Acquisition Holdings Corp II shall take necessary action to cause the Board of Directors of GS Acquisition Holdings Corp II as of immediately following the closing to consist of nine directors, of whom one shall be the Chief Executive Officer of GS Acquisition Holdings Corp II upon the closing, two shall be named by the sponsor, one shall be named by the Charterhouse Parties and the remainder shall be mutually agreed by the Charterhouse Parties, Mirion Technologies and GS Acquisition Holdings Corp II prior to the closing. Mirion's management team will continue to lead the company. Tom Logan will remain Chief Executive Officer of Mirion Technologies. On September 21, 2021, Mirion announced nominees for the Board of Directors of post-combination company which include Thomas D. Logan, Lawrence D. Kingsley, Jyothsna (Jo) Natauri, Christopher Warren, Steven Etzel, Kenneth C. Bockhorst Robert A. Cascella, John Wei-Ching Kuo and Jody A. Markopoulos.

The transaction is subject to certain closing conditions, including regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, GS Acquisition Holdings Corp II having at least an aggregate of $1.31 billion in cash available at closing and atleast $5 million of net tangible assets remaining after GS Acquisition Holdings Corp II's stockholder redemptions, the registration statement becoming effective in accordance with the Securities Act of 1933, as amended, customary bringdown conditions, no material adverse effect having occurred, to the extent requested by GS Acquisition Holdings Corp II, Mirion having issued a notice of suspension or termination of business with certain partners and approval of GS Acquisition Holdings Corp II's stockholders. GS Acquisition Holdings will hold a special meeting of its stockholders October 19, 2021 to approve the transaction. The transaction is unanimously approved by both Boards of Directors. As of October 11, 2021, the transaction was approved by the applicable regulatory organizations in Finland, France and Germany. On September 29, 2021, the Registration Statement was declared effective by the SEC. As of October 19, 2021, GS Acquisition Holdings Corp II stockholders approve business combination with mirion. The deadline for GSAH stockholders to withdraw any election to have their shares redeemed in connection with the Business Combination will be on October 19, 2021.The transaction is expected to close in the second half of 2021. As of September 30, 2021, the transaction is expected to close on October 21, 2021. As of October 11, 2021, the deal is expected to close on October 20, 2021.

Goldman Sachs & Co. LLC acted as exclusive financial advisor while Michael J. Aiello, Brian Parness, Megan Pendleton, Christina De Vuono, Michael Francies, David Aknin, Marc Lordonnois, Alexandra Stoicescu, Christian Tappeiner, Konrad von Buchwaldt, Julian Schwanebeck, Allison Liff, Paul Overmyer, Alexander Lynch, Barbra Broudy, Devon Bodoh, Jenny Doak, Michael Nissan, Amy Rubin, Steven Margolis, Adé Heyliger, Barry Fishley, Charan Sandhu, Olivia Greer, Dennis Adams, Annemargaret Connolly, Shawn Cooley, John O'Loughlin, Timothy Welch, Michael Naughton, Neil Rigby, Steven Tyrrell, Christopher Marks, Nicholas Pappas and Ivor Gwilliams of Weil, Gotshal & Manges LLP acted as legal advisors to GS Acquisition Holdings Corp II. Lazard Ltd (NYSE:LAZ) and HSBC Holdings plc (LSE:HSBA) acted as financial advisors to Charterhouse Capital and Mirion Technologies. Alan F. Denenberg, Stephen Salmon, Bryan M. Quinn, Patrick E. Sigmon, Hilary Dengel, Adam Kaminsky and Nicholas Spearing of Davis Polk & Wardwell LLP acted as legal advisors to Mirion Technologies. Yann Gozal, Valerie Ford Jacob, Charles Hayes, Brian Lewis, Kyle Lakin, Aimen Mir, Nabeel Yousef, Tom Ensign, Christine Laciak, Pascal Cuche and Tanguy Bardet of Freshfields Bruckhaus Deringer LLP acted as legal advisors to Charterhouse Capital. Milbank LLP acted as legal advisor to Goldman Sachs Lending Partners LLC, and Citigroup Global Markets Inc. Innisfree M&A Inc. acted as proxy solicitor to GS Acquisition Holdings and GSAH has agreed to pay Innisfree a fee of $40,000, plus disbursements. In connection with the Business Combination, an aggregate amount of approximately $33 million in deferred underwriting discount, advisory fees and placement agent fees, will be payable to Goldman Sachs & Co. LLC contingent upon completion of the Business Combination. Continental Stock Transfer & Trust Company acted as transfer agent to GS Acquisition.