MISTRAS Group Gets $20.35 All-Cash Takeout From H.I.G. Capital — $866M Enterprise Value, 61% Above Year-End Price

H.I.G. Capital is taking MISTRAS Group (NYSE: MG) private at $20.35 per share in an all-cash deal carrying approximately $866 million in enterprise value, including outstanding debt. The price embeds 61% appreciation since December 31, 2025.

MISTRAS's board unanimously approved the transaction, per the company's September 18, 2026 GlobeNewswire release. The $20.35 offer represents a premium of approximately 8% to the 30-day volume-weighted average price and approximately 13% to the 90-day VWAP, both measured through September 17, 2026. The deal values MISTRAS at 9.85 times EBITDA, per the September 18, 2026 GlobeNewswire release.

H.I.G. Capital, which the release describes as managing $75 billion of capital under management, is being advised by Texas Capital Securities on the financial side and Kirkland & Ellis LLP as legal counsel. MISTRAS retained Baird as its financial advisor and Morgan, Lewis & Bockius and Troutman Pepper Locke as legal advisors.

The deal is not fully locked. The definitive agreement includes a 40-day go-shop window — expiring at 11:59 p.m. Eastern Time on October 27, 2026 — during which MISTRAS's board, assisted by Baird, is permitted to actively solicit and evaluate competing acquisition proposals from third parties.

On the shareholder side, H.I.G. affiliates have already secured voting and support agreements covering approximately 31% of MISTRAS's common stock, with those holders committed to voting in favor of the deal. A shareholder vote date has not been announced; future proxy filings with the SEC will carry that detail. Closing is expected in late 2026 or early 2027, subject to stockholder approval and required regulatory clearances.

Matt Gullen, Managing Director at H.I.G., is quoted in the September 18, 2026 GlobeNewswire release, though the available excerpt of his statement is incomplete.

MISTRAS operates as a technology-enabled industrial asset integrity and laboratory testing business, serving oil & gas, aerospace & defense, industrials, power generation & transmission, infrastructure, engineering, and research markets. Its service portfolio spans non-destructive testing, pipeline inspections, real-time condition monitoring, maintenance planning, and specialized engineering, supported by a proprietary software suite for predictive analytics and benchmark analysis.

The go-shop period runs through October 27, 2026 at 11:59 p.m. Eastern Time, making that the next definitive date on record for whether a competing proposal emerges, per the terms disclosed in the company's September 18, 2026 GlobeNewswire release.