H.I.G. Capital has agreed to acquire MISTRAS Group in an all-cash transaction valued at approximately Eight Hundred Sixty-Six Million Dollars, including outstanding debt, taking the technology-enabled industrial asset integrity and laboratory testing company private.

Under the definitive agreement announced Wednesday, MISTRAS shareholders will receive $20.35 in cash for each share they own. The purchase price represents premiums of approximately 8% and 13% to MISTRAS' 30-day and 90-day volume-weighted average share prices through September 17, 2026.

The offer also reflects 61% share-price appreciation since the end of 2025, rewarding investors who held through the company's recent operational transformation.

Strategic Fit for H.I.G. Portfolio

MISTRAS provides inspection, testing, monitoring and engineering services used to help companies protect and maintain critical industrial assets. Its capabilities span advanced non-destructive testing, pipeline inspection, real-time condition monitoring, maintenance planning and specialized engineering.

The company's proprietary software centralizes asset-integrity data for predictive analytics and benchmarking, creating a platform that helps industrial customers identify problems earlier, reduce risk and extend the useful life of expensive equipment.

MISTRAS serves customers across industries including oil and gas, aerospace and defense, industrials, power generation and transmission, infrastructure, engineering and research.

H.I.G. Capital manages approximately Seventy-Five Billion Dollars and specializes in debt and equity investments in middle-market companies. Since its founding in 1993, the firm has invested in and managed more than 400 companies globally. Its current portfolio includes more than 100 companies generating combined sales exceeding Fifty-Three Billion Dollars.

Transformation Program Drives Value

The transaction follows a period of operational and strategic change at MISTRAS under its Vision2030 transformation program. President and CEO Natalia Shuman said the initiative has focused on deepening relationships with existing customers, expanding into higher-growth end markets and improving efficiency throughout the organization.

The company sees H.I.G.'s resources and industrial-services experience as providing additional support for that strategy, including continued investment in employees, innovation and broader market reach.

For H.I.G., the acquisition adds a platform operating in industries where inspection, reliability and asset maintenance are critical to safety and operating performance. MISTRAS' services are used across infrastructure and industrial environments where equipment failures, unplanned downtime and deterioration can carry significant financial and operational consequences.

Board Approval and Go-Shop Period

The MISTRAS board unanimously approved the transaction. Closing is expected in late 2026 or early 2027, subject to customary conditions including shareholder approval and required regulatory approvals.

H.I.G. affiliates have entered into voting and support agreements with shareholders representing approximately 31% of MISTRAS' outstanding common stock. Those shareholders have agreed to vote their shares in favor of the transaction.

The merger agreement includes a 40-day go-shop period running through October 27, 2026. During that time, MISTRAS and its financial adviser Baird can actively seek and evaluate competing acquisition proposals.

The company may terminate the H.I.G. agreement in favor of a superior proposal, subject to a termination fee and other conditions. The inclusion of a go-shop period gives the MISTRAS board an opportunity to determine whether another buyer is willing to offer more favorable terms before the transaction proceeds to a shareholder vote.

If the acquisition is completed, MISTRAS' common stock will cease trading on the New York Stock Exchange. Baird is serving as financial adviser to MISTRAS, with Morgan, Lewis & Bockius and Troutman Pepper Locke serving as legal counsel. Texas Capital Securities is financial adviser to H.I.G., while Kirkland & Ellis serves as the private equity firm's legal counsel.