Mistras Group to Be Acquired by H.I.G. Capital

PRINCETON JUNCTION, N.J., Sept. 18, 2026 /CourierPR/ -- MISTRAS Group, Inc., a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, has entered into a definitive agreement to be acquired by H.I.G. Capital, a leading global alternative investment firm with $75 billion of capital under management. The transaction, valued at an enterprise value of approximately $866 million, including outstanding debt, will see MISTRAS stockholders receive $20.35 per share in cash. This represents a premium of approximately 8% and 13% to the company's 30 and 90-day volume-weighted average share price, respectively, for the period ended September 17, 2026. Additionally, the purchase price is inclusive of 61% price appreciation since December 31, 2025.

Upon completion of the transaction, the agreement with H.I.G. would deliver immediate and certain cash value to MISTRAS stockholders. "Following extensive engagement with H.I.G., the Board is confident that this agreement is in the best interests of our stockholders and our Company. With H.I.G.’s partnership and support, we believe MISTRAS will be even better positioned to build on the momentum our teams have been delivering through their focus on execution and operational excellence."

"H.I.G.’s confidence in our business validates the work we have done through our Vision2030 transformation to deepen the ways we serve our existing customers, expand into new, high-growth end markets and drive efficiency across our organization. We have created significant value through strong execution and we are excited to crystallize that value and work with H.I.G. to continue to invest in our people, drive innovation across our portfolio and broaden our reach to help more customers protect and maintain critical assets."

MISTRAS has built an impressive platform supported by a highly skilled workforce and longstanding customer relationships, and we look forward to bringing H.I.G.’s experience and resources to support the Company’s next phase of growth."

The definitive agreement includes a 40-day "go-shop" period, expiring at 11:59 p.m. Eastern Time on October 27, 2026, during which time the Company’s Board of Directors, with the assistance of its financial advisor Baird, are permitted to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Company will have the right to terminate the H.I.G. agreement to enter into a superior proposal subject to payment of a termination fee to H.I.G. affiliates and other terms and conditions of such agreement. There can be no assurance that this "go-shop" process will result in a superior proposal or that any other transaction will be approved or completed. The Company does not intend to disclose developments with respect to the go-shop process unless and until its Board of Directors determines such disclosure is required or is otherwise appropriate.

Transaction details are expected to be finalized in late 2026 or early 2027, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of required regulatory approvals. H.I.G. affiliates have entered into voting and support agreements with holders of approximately 31% of the Company’s common stock, under which these stockholders have agreed to vote all owned shares in favor of the transaction. Upon completion of the transaction, the Company’s common stock will no longer be listed on the New York Stock Exchange.

Baird is serving as financial advisor to the Company, and Morgan, Lewis & Bockius LLP and Troutman Pepper Locke LLP are serving as legal counsel to the Company. Texas Capital Securities is serving as financial advisor to H.I.G., and Kirkland & Ellis LLP is serving as legal counsel to H.I.G.

In connection with the proposed transaction between the Company and H.I.G., the Company will file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement on Schedule 14A relating to a special meeting of its stockholders, which will be announced as promptly as practicable to seek Company stockholder approval in connection with the proposed transaction. Additionally, the Company expects to file a definitive proxy statement on Schedule 14A and other relevant materials with the SEC in connection with the proposed transaction. Investors and securityholders of the Company are urged to read the preliminary and definitive proxy statements and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety.