Slides
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Mirion to Acquire Paragon Energy Solutions S e p t e m b e r 2 4 , 2 0 2 5 1
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Mirion to Acquire Paragon Energy Solutions Disclaimer 2 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to: the acquisition of Paragon by Mirion; future financial and operating results of Paragon and Mirion; the benefits of the transaction and future opportunities for the combined company, including the benefits Mirion’s customers may realize as a result of integrating Paragon’s business into Mirion’s; the annualized commercial and cost synergies expected to be generated by the combined company; Paragon’s estimated revenue and adjusted EBITDA for fiscal 2026; regulatory filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the proposed transaction considering the various closing conditions; the type and timing of any financing for the acqusition; and any assumptions underlying any of the foregoing. These forward-looking statements are based on various assumptions and on the current expectations of Miron’s management. These statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including: the ability of Mirion to successfully integrate Paragon’s operations and employees; unexpected costs, charges or expenses resulting from the transaction; Mirion’s ability to successfully grow its or Paragon’s business; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; the retention of key employees, customers or suppliers; legislative, regulatory and economic developments, including changing business conditions in Mirion’s industry or markets overall and the economy in general; and the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction. Other risks and uncertainties related to Mirion, some of which that could cause actual results to differ materially from those anticipated by these forward-looking statements are also described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Mirion’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that Mirion has filed or will file with the Securities and Exchange Commission. There may be additional risks that Mirion is not aware of or that Mirion currently believes are immaterial that could also cause actual results to differ from the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Mirion assumes no obligation to update these forward-looking statements. Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe non-GAAP measures are useful in evaluating our operating performance, including Organic Revenue Growth, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EPS, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, Adjusted Net Income, and Net Leverage. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. See the footnotes on the slides where these measures are discussed and the Non-GAAP reconciliations in the Appendix for a description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures. Additionally, forward- looking non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in projecting and quantifying the various adjusting items necessary for such reconciliations, such as stock-based compensation expense, amortization and depreciation expense, merger and acquisition activity and purchase accounting adjustments, that have not yet occurred, are out of Mirion’s control or cannot be reasonably predicted. Accordingly, a reconciliation for our guidance for Organic and Inorganic Revenue Growth, Adjusted EBITDA, Adjusted EPS, Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion is not available without unreasonable effort. Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Mirion competes and other industry data. We obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Mirion has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. Operating Metrics This presentation contains certain operating metrics that our management uses to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions, including Orders and Order Growth. See the Appendix to this presentation for our definitions of such metrics.
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Mirion to Acquire Paragon Energy Solutions3 Highly Strategic Transaction Growing our nuclear power business in the U.S.; opportunities to expand Paragon globally + 1 Increasing our nuclear power exposure; greater concentration than other publicly-traded instrumentation plays 2 Expanding our Small Modular Reactor (SMR) offerings 3 Bringing best-in-class talent to Mirion with long-term relationships with nuclear OEMs 4 Complementary portfolio of products and services with strong synergy potential 5 Supporting long-term growth, expected to be accretive to earnings while retaining balance sheet flexibility
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Mirion to Acquire Paragon Energy Solutions4 Paragon is spec’d into k e y S M R p l a y e r s ’critical instrumentation and controls 2x 100 % o f N U C L E A R R E A C T O R S I N N O R T H A M E R I C A ~150Paragon present in H I G H L Y S K I L L E D Paragon engineering and technician talent Paragon doubled the SMR team in 2024 to meet growing demand
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Mirion to Acquire Paragon Energy Solutions5 Highly Complementary Portfolios Across existing fleet and SMRs Comprehensive radiation monitoring protection portfolio Nuclear safety instrumentation, dosimetry and controls specialist with global footprint Digital upgrade opportunities with proTKTM product line in NFMS; additional opportunities with RMS1 Tailored instrumentation for SMRs Digital first, modular approach: building digital, modular, remote and upgraded SMR systems Key partnerships with leading SMRs Existing Fleet SMR 1 NFMS = Neutron Flux Measurement System; RMS = Radiation Monitoring System ✓ Best-in-Class provider of safety-related parts and qualification services with deep penetration in North America ✓ Trusted partner for OEMs and government agencies to design, build and qualify critical nuclear equipment ✓ Well-positioned to provide digital upgrades to the aging reactor fleet ✓ Leader in Digital Reactor Protection Systems for SMRs – mission-critical safety platforms and key differentiator ✓ Designed-in with multiple well-capitalized SMR OEMs, creating sizeable early mover advantage ✓ Opportunities to leverage existing SMR partnerships to further I&C, mechanical, and electrical products
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Mirion to Acquire Paragon Energy Solutions6 Favorable U.S. market conditions ~45% of pro-forma Mirion revenue expected to originate from Nuclear Power end-market (37% previously disclosed) 45% 55% Nuclear Power-based Revenue 53% 30% 5% 11% 1% N. America Europe China Other Asia Other ~53% of pro-forma Mirion revenue expected to originate in North America (48% previously disclosed) Enhancing our Nuclear Power Exposure with Paragon Increasing our nuclear power exposure Note: Latest statistics calculated using June 2025 last twelve months data. Previously disclosed data refers to Mirion’s 2024 Investor Day materials on December 3, 2024. Revenue by geography reflects point of destination data. NPP = Large-scale nuclear power plants 94% 5% 1% <1% Nuclear Power: NPPs Nuclear Power: SMRs Labs & Research Defense ~94% of Paragon’s revenue generated with large-scale nuclear power plants (NPP) + Growing exposure to the nuclear renaissance only
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Mirion to Acquire Paragon Energy Solutions Acquisition Overview 7 F I N A N C I A L H I G H L I G H T S $585 million purchase price on a cash-free, debt-free basis Transaction multiple of ~18x 2026E Adjusted EBITDA pre-synergies; ~14x post-synergies Expected to be accretive to diluted EPS in the first full year post-acquisition F I N A N C I N G S O U R C E S T I M I N G & A P P R O V A L S Acquisition supported through a debt financing commitment Take-out expected to be from equity, debt or equity-linked financing Pro-forma balance sheet expected to be levered to 3.5x net debt / Adjusted EBITDA or lower, with deleveraging expected in-line with long-term leverage targets Subject to customary regulatory approvals and closing conditions Expected to close by year-end 2025
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Mirion to Acquire Paragon Energy Solutions8 Expected Synergy Opportunities Complementary portfolio of products and services with strong synergy potential ($ millions) Year 1 Year 2 Year 3 Year 4 Year 5 ~$1M ~$3M ~$6M ~$9M ~$10M Cost Commercial Commercial Synergies ✓ Deeper combined relationship capital Cost Synergies ✓ Cross selling opportunities • Use Mirion’s global footprint to drive Paragon sales outside the U.S. • Grow business with SMRs through complementary product offerings of Mirion & Paragon ✓ Operational efficiency initiatives ✓ Existing fleet procurement optimization
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2Q 2025 Earnings Presentation 9 Appendix
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Mirion to Acquire Paragon Energy Solutions Paragon Energy Solutions Overview 10 1 Nuclear Quality Assurance Broad Portfolio of Application-Specific Nuclear Systems ~13% 22A-25E Revenue CAGR Growing Backlog ~$150M 2026E Revenue 20-22% 2026E Adjusted EBITDA Margin Reactor Protection MCC Cubicles ValvesChillers Panels Circuit Cards Electrical Mechanical Instrumentation & Control Key FactsParagon at a Glance Leading provider of highly-engineered systems, components and solutions that keep traditional nuclear fleet running while also developing equipment SMRs Partner of choice for OEMs to qualify parts for nuclear use through NQA-11 program and engineering expertise Only U.S.-based, U.S.-owned supplier of approved digital Reactor Protection Systems in the last decade providing unique growth opportunities Industry-wide proprietary software solution, PeAks, offers value-add distribution and data management, driving steady revenue Best-in-Class management team and thought leaders with extensive industry experience ✓ ✓ ✓ ✓ ✓