Latest news with #Mirion
Business Wire
21-05-2025
- Business
- Business Wire
Mirion Technologies Announces Pricing of Upsized $350.0 Million Offering of 0.25% Convertible Senior Notes Due 2030
ATLANTA--(BUSINESS WIRE)-- Mirion Technologies, Inc. ('Mirion') (NYSE: MIR), today announced the pricing of $350.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the 'Notes') in a private placement (the 'Offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). The size of the Offering was increased from the previously announced $300.0 million aggregate principal amount of Notes. In connection with the Offering, Mirion granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $50.0 million aggregate principal amount of Notes. The Offering is expected to close on May 23, 2025, subject to customary closing conditions. The Notes will be general unsecured obligations of Mirion and will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025, at a rate of 0.25% per year. The Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased. Mirion estimates that the net proceeds from the Offering will be approximately $339.1 million (or approximately $387.7 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers' discounts and commissions and estimated Offering expenses payable by Mirion. Mirion expects the net proceeds from the Offering will be used as follows: (i) to pay the approximately $39.1 million cost of the capped call transactions described below; (ii) to repay $250.0 million of the outstanding term loans under its senior secured term loan; (iii) to pay $31.0 million to repurchase shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below) and the remaining net proceeds for general corporate purposes and working capital. The Notes will be convertible at the option of the holders in certain circumstances. The Notes will be convertible into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at Mirion's election. The initial conversion rate is 43.2751 shares of Mirion's Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $23.11 per share of Mirion's Class A common stock, which represents a conversion premium of 32.5% to the last reported sale price of Mirion's Class A common stock on The New York Stock Exchange on May 20, 2025), and will be subject to customary anti-dilution adjustments. Mirion may not redeem the Notes prior to June 6, 2028. Mirion may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after June 6, 2028, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Mirion provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Mirion redeems less than all of the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice. If Mirion undergoes a 'fundamental change,' (as defined in the indenture governing the Notes), subject to certain conditions and limited exceptions, holders may require Mirion to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100.0% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if Mirion delivers a notice of redemption, Mirion will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be. In connection with the pricing of the Notes, Mirion entered into capped call transactions with certain of the initial purchasers thereof or their respective affiliates and certain other financial institutions (the 'Option Counterparties'). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Mirion's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Mirion's Class A common stock upon any conversion of the Notes and/or offset any cash payments Mirion is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions relating to the Notes will initially be $34.88, which represents a premium of 100% over the last reported sale price of Mirion's Class A common stock on The New York Stock Exchange on May 20, 2025, and is subject to certain adjustments under the terms of the capped call transactions. In connection with establishing their initial hedges of the capped call transactions, Mirion expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Mirion's Class A common stock and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Mirion's Class A common stock or the trading price of the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Mirion's Class A common stock and/or purchasing or selling Mirion's Class A common stock or other securities of Mirion in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Mirion's Class A common stock or the Notes which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Concurrently with the pricing of the Notes, Mirion entered into privately negotiated transactions effected through one of the initial purchasers or one of its affiliates to use $31.0 million of the net proceeds from the Offering to repurchase shares of Mirion's Class A common stock. Mirion repurchased shares of Class A common stock sold short by initial investors in this Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date hereof, which was $17.44 per share. Such repurchases of shares of Mirion's Class A common stock are separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could have affected the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could have resulted in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it had on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any Class A common stock. The Notes sold in the Offering were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The Notes and any shares of Mirion's Class A common stock potentially issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains forward-looking statements including statements concerning the timing and completion of the Offering and the capped call transactions; the anticipated use of proceeds from the Offering. The words 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' 'seek,' 'plan,' 'project,' 'target,' 'looking ahead,' 'look to,' 'move into,' and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ('SEC'), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Yahoo
21-05-2025
- Business
- Yahoo
Mirion Technologies Announces Pricing of Upsized $350.0 Million Offering of 0.25% Convertible Senior Notes Due 2030
ATLANTA, May 21, 2025--(BUSINESS WIRE)--Mirion Technologies, Inc. ("Mirion") (NYSE: MIR), today announced the pricing of $350.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the "Notes") in a private placement (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The size of the Offering was increased from the previously announced $300.0 million aggregate principal amount of Notes. In connection with the Offering, Mirion granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $50.0 million aggregate principal amount of Notes. The Offering is expected to close on May 23, 2025, subject to customary closing conditions. The Notes will be general unsecured obligations of Mirion and will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025, at a rate of 0.25% per year. The Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased. Mirion estimates that the net proceeds from the Offering will be approximately $339.1 million (or approximately $387.7 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers' discounts and commissions and estimated Offering expenses payable by Mirion. Mirion expects the net proceeds from the Offering will be used as follows: (i) to pay the approximately $39.1 million cost of the capped call transactions described below; (ii) to repay $250.0 million of the outstanding term loans under its senior secured term loan; (iii) to pay $31.0 million to repurchase shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below) and the remaining net proceeds for general corporate purposes and working capital. The Notes will be convertible at the option of the holders in certain circumstances. The Notes will be convertible into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at Mirion's election. The initial conversion rate is 43.2751 shares of Mirion's Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $23.11 per share of Mirion's Class A common stock, which represents a conversion premium of 32.5% to the last reported sale price of Mirion's Class A common stock on The New York Stock Exchange on May 20, 2025), and will be subject to customary anti-dilution adjustments. Mirion may not redeem the Notes prior to June 6, 2028. Mirion may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after June 6, 2028, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Mirion provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Mirion redeems less than all of the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice. If Mirion undergoes a "fundamental change," (as defined in the indenture governing the Notes), subject to certain conditions and limited exceptions, holders may require Mirion to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100.0% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if Mirion delivers a notice of redemption, Mirion will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be. In connection with the pricing of the Notes, Mirion entered into capped call transactions with certain of the initial purchasers thereof or their respective affiliates and certain other financial institutions (the "Option Counterparties"). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Mirion's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Mirion's Class A common stock upon any conversion of the Notes and/or offset any cash payments Mirion is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions relating to the Notes will initially be $34.88, which represents a premium of 100% over the last reported sale price of Mirion's Class A common stock on The New York Stock Exchange on May 20, 2025, and is subject to certain adjustments under the terms of the capped call transactions. In connection with establishing their initial hedges of the capped call transactions, Mirion expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Mirion's Class A common stock and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Mirion's Class A common stock or the trading price of the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Mirion's Class A common stock and/or purchasing or selling Mirion's Class A common stock or other securities of Mirion in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Mirion's Class A common stock or the Notes which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Concurrently with the pricing of the Notes, Mirion entered into privately negotiated transactions effected through one of the initial purchasers or one of its affiliates to use $31.0 million of the net proceeds from the Offering to repurchase shares of Mirion's Class A common stock. Mirion repurchased shares of Class A common stock sold short by initial investors in this Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date hereof, which was $17.44 per share. Such repurchases of shares of Mirion's Class A common stock are separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could have affected the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could have resulted in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it had on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any Class A common stock. The Notes sold in the Offering were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The Notes and any shares of Mirion's Class A common stock potentially issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains forward-looking statements including statements concerning the timing and completion of the Offering and the capped call transactions; the anticipated use of proceeds from the Offering. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move into," and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. View source version on Contacts For investor inquiries, please contact: Eric Linnir@ For media inquiries, please contact: Erin Schesnymedia@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
20-05-2025
- Business
- Business Wire
Mirion Technologies Announces Proposed $300.0 Million Offering of Convertible Senior Notes Due 2030
ATLANTA--(BUSINESS WIRE)-- Mirion Technologies, Inc. ('Mirion') (NYSE: MIR), today announced its intent to offer $300.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the 'Notes') in a private placement (the 'Offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). Mirion also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $45.0 million aggregate principal amount of Notes. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The Notes will be general unsecured obligations of Mirion and will accrue interest payable semiannually in arrears. The Notes will be convertible at the option of holders under certain conditions into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at Mirion's election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering. Mirion expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below; (ii) to repay $250.0 million of outstanding term loans under its senior secured term loan; (iii) to repurchase up to $50.0 million of shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion has in the past, and may in the future, from time to time, seek to acquire complementary businesses or technologies; however, Mirion has no commitments for any material acquisitions or investments at this time. If the initial purchasers exercise their option to purchase additional Notes, Mirion expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below) and the remaining net proceeds for general corporate purposes and working capital. In connection with the pricing of the Notes, Mirion expects to enter into capped call transactions with one or more of the initial purchasers thereof or their respective affiliates and/or other financial institutions (the 'Option Counterparties'). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Mirion's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Mirion's Class A common stock upon any conversion of the Notes and/or offset any cash payments Mirion is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, Mirion expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Mirion's Class A common stock and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Mirion's Class A common stock or the trading price of the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Mirion's Class A common stock and/or purchasing or selling Mirion's Class A common stock or other securities of Mirion in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Mirion's Class A common stock or the Notes, which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Mirion expects to use a portion of the net proceeds from the Offering to repurchase up to $50.0 million of shares of Mirion's Class A common stock concurrently with the pricing of the Offering. Mirion expects to repurchase shares of Class A common stock sold short by initial investors in this Offering in privately negotiated transactions effected through one of the initial purchasers or one of its affiliates. Mirion expects to repurchase these shares from purchasers of Notes in the Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date of the pricing of the Offering. Any such repurchases of shares of Mirion's Class A common stock will be separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could affect the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it will have on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any of Mirion's Class A common stock. The Notes and any shares of Mirion's Class A common stock potentially issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains forward-looking statements including, statements concerning the proposed terms of the Notes, capped call transactions, the completion, timing and size of the proposed Offering of the Notes and capped call transactions, the grant to the initial purchasers of the option to purchase additional Notes and the anticipated use of proceeds from the Offering. The words 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' 'seek,' 'plan,' 'project,' 'target,' 'looking ahead,' 'look to,' 'move into,' and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ('SEC'), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Yahoo
20-05-2025
- Business
- Yahoo
Mirion Technologies Announces Proposed $300.0 Million Offering of Convertible Senior Notes Due 2030
ATLANTA, May 20, 2025--(BUSINESS WIRE)--Mirion Technologies, Inc. ("Mirion") (NYSE: MIR), today announced its intent to offer $300.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the "Notes") in a private placement (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Mirion also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $45.0 million aggregate principal amount of Notes. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The Notes will be general unsecured obligations of Mirion and will accrue interest payable semiannually in arrears. The Notes will be convertible at the option of holders under certain conditions into cash, shares of Mirion's Class A common stock or a combination of cash and shares of Mirion's Class A common stock, at Mirion's election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering. Mirion expects to use the net proceeds from the Offering (i) to pay the cost of the capped call transactions described below; (ii) to repay $250.0 million of outstanding term loans under its senior secured term loan; (iii) to repurchase up to $50.0 million of shares of Mirion's Class A common stock; and (iv) the balance for general corporate purposes and working capital. Mirion has in the past, and may in the future, from time to time, seek to acquire complementary businesses or technologies; however, Mirion has no commitments for any material acquisitions or investments at this time. If the initial purchasers exercise their option to purchase additional Notes, Mirion expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below) and the remaining net proceeds for general corporate purposes and working capital. In connection with the pricing of the Notes, Mirion expects to enter into capped call transactions with one or more of the initial purchasers thereof or their respective affiliates and/or other financial institutions (the "Option Counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Mirion's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Mirion's Class A common stock upon any conversion of the Notes and/or offset any cash payments Mirion is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, Mirion expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Mirion's Class A common stock and/or purchase shares of Mirion's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Mirion's Class A common stock or the trading price of the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Mirion's Class A common stock and/or purchasing or selling Mirion's Class A common stock or other securities of Mirion in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion of the Notes or following any repurchase of the Notes in connection with any redemption or fundamental change and (y) are likely to do so following any other repurchase of the Notes, if Mirion elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Mirion's Class A common stock or the Notes, which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, this could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Mirion expects to use a portion of the net proceeds from the Offering to repurchase up to $50.0 million of shares of Mirion's Class A common stock concurrently with the pricing of the Offering. Mirion expects to repurchase shares of Class A common stock sold short by initial investors in this Offering in privately negotiated transactions effected through one of the initial purchasers or one of its affiliates. Mirion expects to repurchase these shares from purchasers of Notes in the Offering at a purchase price per share equal to the last reported sale price per share of Mirion's Class A common stock on the date of the pricing of the Offering. Any such repurchases of shares of Mirion's Class A common stock will be separate from, and in addition to, repurchases under Mirion's existing stock repurchase program. These repurchases could affect the market price of Mirion's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Mirion cannot predict the magnitude of such market activity or the overall effect it will have on the market price of Mirion's Class A common stock or the conversion price for the Notes. The Offering of the Notes is not contingent upon the repurchase of any of Mirion's Class A common stock. The Notes and any shares of Mirion's Class A common stock potentially issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains forward-looking statements including, statements concerning the proposed terms of the Notes, capped call transactions, the completion, timing and size of the proposed Offering of the Notes and capped call transactions, the grant to the initial purchasers of the option to purchase additional Notes and the anticipated use of proceeds from the Offering. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move into," and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent Mirion's current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing Mirion's estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect Mirion's results is included in its filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the future reports that it may file from time to time with the SEC. Mirion assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. View source version on Contacts For investor inquiries, please contact: Eric Linnir@ For media inquiries, please contact: Erin Schesnymedia@
Yahoo
13-05-2025
- Business
- Yahoo
MIR Q1 Earnings Call: Order Growth, Margin Expansion, and Tariff Risks Highlight Operational Progress
Radiation safety company Mirion (NYSE:MIR) beat Wall Street's revenue expectations in Q1 CY2025, with sales up 4.9% year on year to $202 million. Its non-GAAP profit of $0.10 per share was 27.4% above analysts' consensus estimates. Is now the time to buy MIR? Find out in our full research report (it's free). Revenue: $202 million vs analyst estimates of $200.7 million (4.9% year-on-year growth, 0.6% beat) Adjusted EPS: $0.10 vs analyst estimates of $0.08 (27.4% beat) Adjusted EBITDA: $46.7 million vs analyst estimates of $44.4 million (23.1% margin, 5.2% beat) Management reiterated its full-year Adjusted EPS guidance of $0.48 at the midpoint EBITDA guidance for the full year is $222.5 million at the midpoint, in line with analyst expectations Operating Margin: 4.3%, up from -2.2% in the same quarter last year Free Cash Flow was $27.1 million, up from -$6.8 million in the same quarter last year Market Capitalization: $3.51 billion Mirion's first quarter results were shaped by strong order growth in its nuclear power segment and improved operational efficiency. CEO Tom Logan credited the 11.5% increase in orders to demand from the existing nuclear fleet, noting, '79% of our nuclear order growth came from the installed base.' Management also highlighted procurement savings and operating leverage as key contributors to margin improvements, with the company's adjusted EBITDA margins expanding by 260 basis points year over year. Looking ahead, management's forward guidance reflects both optimism and caution amid ongoing external uncertainties. The company maintained its full-year adjusted EPS and EBITDA guidance, citing structural tailwinds in nuclear power and cancer care, but also warned about the evolving impact of tariffs and foreign exchange. CFO Brian Schopfer emphasized that mitigating actions are underway, but 'the situation is extraordinarily dynamic and is likely to take some time to stabilize.' Mirion's management provided detailed insight into what drove the first quarter's performance and the evolving business environment, focusing on operational execution and external headwinds. Nuclear Power Orders: The company saw notable growth in orders from existing nuclear power plants, which management said accounted for 79% of nuclear order growth. This reflects increased investments in plant upgrades and life extension as demand for clean, reliable electricity rises globally. Procurement Savings and Operating Leverage: Operating margin improvements were attributed to ongoing procurement initiatives and the Mirion business system, which have streamlined costs and driven better working capital performance. Management noted these efforts are central to their path toward a 30% adjusted EBITDA margin target by 2028. China Tariff Exposure: Management discussed the potential impact of retaliatory tariffs on U.S.-produced medical equipment sold in China but indicated that much of their product mix may ultimately be exempt. Tom Logan remarked, 'there are three or four classification codes under which our products are shipped, where there's an emerging body of thought and evidence that they'll be exempt.' Acquisition of Oncospace: The acquisition of Oncospace, a cloud-based data analytics platform for radiation oncology, was highlighted as a strategic addition to Mirion's cancer care portfolio. While financially small, management believes it could catalyze growth in their software business over time. Segment Performance Divergence: While nuclear and safety saw strong gains, the medical segment was held back by anticipated order timing and continued caution in China's healthcare market. Management framed their China outlook as 'cautious,' citing the lingering effects of anti-corruption campaigns and slower radiation therapy clinic build-outs. Mirion's outlook for the rest of the year is shaped by structural industry trends, ongoing procurement initiatives, and the dynamic tariff environment. Nuclear Sector Tailwinds: The company expects continued demand from the nuclear power industry, driven by global electrification, data center growth, and increased investment in extending the life of existing reactors. Management believes these trends will support sustained order growth. Tariff and Foreign Exchange Uncertainty: While current guidance assumes manageable tariff impacts, management acknowledged the environment is subject to change, particularly in China. The company is actively pursuing alternative sourcing and pricing strategies to mitigate potential headwinds. Procurement and Efficiency Initiatives: Management remains focused on driving operating leverage through procurement savings and business system improvements, targeting further margin expansion even as revenue growth remains within a mid-single-digit range. Rob Mason (Baird): Asked about the evolving China tariff situation and timing for clarity. CEO Tom Logan indicated exemptions for some products may reduce the overall impact, but the situation remains fluid. Joe Ritchie (Goldman Sachs): Queried about the timing and composition of the $300–$400 million large project pipeline. Management expects most awards in 2025 and described the deals as notably larger than typical contracts. Vlad Bystricky (Citigroup): Sought detail on China medical demand and risks from anti-American sentiment. Tom Logan attributed slower growth to ongoing anti-corruption efforts in China's healthcare sector rather than direct backlash. Chris Moore (CJS Securities): Asked about Mirion's pricing power if tariffs persist. Tom Logan said the company's competitive positioning could strengthen, allowing for both share gains and margin optimization. Yuan Zhi (B. Riley Securities): Asked for expectations around backlog growth and timing of large orders. CFO Brian Schopfer confirmed that major project awards are expected to be 'back half loaded,' with backlog growth likely as they are secured. In future quarters, the StockStory team will monitor (1) the pace and composition of large project awards from the $300–$400 million pipeline, (2) Mirion's ability to manage evolving tariff and foreign exchange risks, and (3) the ongoing margin impact of procurement and efficiency initiatives. Progress on integrating the Oncospace acquisition and updates on China market dynamics will also be closely watched. Mirion currently trades at a forward EV-to-EBITDA ratio of 21.9×. At this valuation, is it a buy or sell post earnings? The answer lies in our free research report. Donald Trump's victory in the 2024 U.S. Presidential Election sent major indices to all-time highs, but stocks have retraced as investors debate the health of the economy and the potential impact of tariffs. While this leaves much uncertainty around 2025, a few companies are poised for long-term gains regardless of the political or macroeconomic climate, like our Top 5 Strong Momentum Stocks for this week. This is a curated list of our High Quality stocks that have generated a market-beating return of 176% over the last five years. Stocks that made our list in 2020 include now familiar names such as Nvidia (+1,545% between March 2020 and March 2025) as well as under-the-radar businesses like the once-small-cap company Comfort Systems (+782% five-year return). Find your next big winner with StockStory today. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
