MISTRAS Group Agrees to $866M Take-Private Sale to H.I.G.

MISTRAS Group, Inc. (NYSE: MG) has agreed to be acquired by affiliates of H.I.G. Capital in an all-cash transaction valued at approximately $866 million, including outstanding debt, taking the industrial testing company private at $20.35 per share.

The buyout represents a transaction for the publicly traded asset protection and testing firm as it moves into private hands following a period of valuation growth. Under the terms of the definitive agreement, MISTRAS shareholders will receive $20.35 in cash for each share of common stock they own, according to a report by Citybiz.

"Through our experience partnering with industrial services businesses, we have developed a deep appreciation for the technical expertise, reliability and customer focus required to support mission-critical operations," said Matt Gullen, managing director at H.I.G., in a statement regarding the acquisition.

Valuation Premiums and Market Context

The cash offer represents a premium over MISTRAS' recent trading averages. The $20.35 per share price reflects an approximate 8% premium to MISTRAS' 30-day volume-weighted average share price and a 13% premium to its 90-day volume-weighted average price through September 17, 2026. Measured against its valuation at the end of 2025, the acquisition price marks a 61% increase.

In public market trading leading up to the announcement, Mistras Group Inc (MG) stock closed at $20.87, down 0.57% from its previous close of $20.99, according to market data as of 2026-09-22T20:00:00.000Z. The stock's close slightly above the offer price suggests some market anticipation of a higher competing bid during the solicitation window.

The Go-Shop Provision and Voting Support

The definitive agreement incorporates a 40-day "go-shop" period extending through 11:59 p.m. Eastern Time on October 27, 2026. During this window, MISTRAS and its financial advisor, Baird, are permitted to solicit, receive, and evaluate competing acquisition proposals from alternative bidders.

To solidify the initial transaction, H.I.G. affiliates secured voting and support agreements from shareholders representing approximately 31% of MISTRAS' total outstanding common stock. These key investors have committed to vote in favor of the transaction when it comes before the shareholder base.

What Lies Ahead for MISTRAS Shareholders

The transaction is scheduled to close in late 2026 or early 2027. Completion remains contingent upon receiving the necessary approvals from MISTRAS shareholders, securing required regulatory clearances, and satisfying other customary closing conditions.

Once the transaction successfully closes, MISTRAS shares will officially cease trading on the New York Stock Exchange, completing the company's transition from a public enterprise to a privately held portfolio company under H.I.G. Capital.