Mirion Technologies, Inc. has announced the pricing of a $350.0 million aggregate principal amount of 0.25% convertible senior notes due 2030, which represents an increase from the previously announced $300.0 million aggregate principal amount of notes. The offering is expected to close on May 23, 2025, subject to customary closing conditions.
The net proceeds from the offering are estimated to 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. The company plans to allocate the net proceeds for various purposes, including repayment of outstanding term loans, share repurchases, and general corporate purposes and working capital.
The initial conversion rate for the notes 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.
Mirion cannot redeem the notes prior to June 6, 2028, but may redeem for cash all or any portion of the notes, at its option, on or after that date, subject to certain conditions. Additionally, following certain corporate events or a “fundamental change,” holders may require Mirion to repurchase for cash all or any portion of their notes at a specified price.
In connection with the pricing of the notes, Mirion entered into capped call transactions with certain initial purchasers and other financial institutions, which are expected to reduce potential dilution to Mirion’s class A common stock upon conversion of the notes and/or offset any cash payments Mirion is required to make in excess of the principal amount of converted notes, subject to a cap.
Concurrently with the pricing of the notes, Mirion also entered into privately negotiated transactions to use $31.0 million of the net proceeds from the offering to repurchase shares 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 laws, 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 laws.
This press release does not constitute an offer to sell or 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. Following these announcements, the company's shares moved 5.84%, and are now trading at a price of $18.84. Check out the company's full 8-K submission here.
