MISTRAS Group Inc. entered a definitive agreement to be acquired by affiliates of private‑equity firm H.I.G. Capital in an all‑cash transaction valued at approximately $866 million, including debt.
The deal offers MISTRAS shareholders $20.35 per share, representing roughly an 8% premium to the 30‑day volume‑weighted average price and a 13% premium to the 90‑day average.
H.I.G. affiliates have secured voting agreements covering about 31% of MISTRAS’s common stock, and the transaction is subject to customary closing conditions, stockholder approval and regulatory clearance, with an expected completion in late 2026 or early 2027.
The agreement provides a 40‑day go‑shop period that ends at 11:59 p.m. ET on October 27, 2026, during which MISTRAS’s board may solicit alternative proposals, subject to a termination fee if a superior offer is accepted.
Upon closing, MISTRAS’s shares will be delisted from the New York Stock Exchange. Financial adviser Baird represented MISTRAS, while Texas Capital Securities advised H.I.G. Capital. H.I.G. Capital manages about $75 billion of assets under management.
MISTRAS, based in Princeton Junction, N.J., supplies technology‑enabled asset integrity and laboratory testing services to sectors such as oil and gas, aerospace, defense, power generation and infrastructure.
