MISTRAS Group, Inc. (NYSE: MG), a global provider of technology-enabled industrial asset integrity and laboratory testing solutions, has entered into a definitive agreement to be acquired by affiliates of H.I.G. Capital in an all-cash transaction valued at approximately $866 million, including outstanding debt.
Under the terms of the agreement, MISTRAS stockholders will receive $20.35 per share in cash for each share of common stock they own. The transaction was announced on September 18, 2026, and remains subject to customary closing conditions, including approval by MISTRAS stockholders and required regulatory approvals.
MISTRAS provides services across industrial asset integrity, including advanced non-destructive testing, pipeline inspections, real-time condition monitoring, maintenance planning and specialized engineering. Its portfolio also includes a proprietary management software suite designed to centralize integrity data for predictive analytics and benchmark analysis.
The proposed acquisition places one of the established providers of technology-enabled inspection and asset integrity services under the ownership of H.I.G. Capital, a global alternative investment firm with $75 billion of capital under management, according to the companies.
“Upon completion of the transaction, the agreement with H.I.G. would deliver immediate and certain cash value to stockholders,” said Manuel N. Stamatakis, Executive Chairman of MISTRAS’ Board of Directors. “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.”
Natalia Shuman, President and Chief Executive Officer of MISTRAS, said the agreement represents a milestone in the company's development as an integrated integrity and testing platform.
“We are pleased to reach this exciting milestone in our company’s journey to become a leading integrated integrity and testing platform,” said Natalia Shuman, President and Chief Executive Officer of MISTRAS. “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.”
For the NDT and asset integrity sector, MISTRAS’s portfolio spans inspection and monitoring activities across critical industrial markets, including oil and gas, aerospace and defense, power generation and transmission, infrastructure, engineering and research.
Matt Gullen, Managing Director at H.I.G., said the investment firm recognized the technical expertise and customer relationships developed by MISTRAS.
“We are very excited by the success achieved by Natalia and the MISTRAS team,” said Matt Gullen, Managing Director at H.I.G. “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. 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.”
Transaction Details
MISTRAS’s Board of Directors has unanimously approved the transaction. The acquisition is expected to close in late 2026 or early 2027, subject to stockholder approval, regulatory approvals and other customary closing conditions.
H.I.G. affiliates have also entered into voting and support agreements with holders representing approximately 31% of MISTRAS’s common stock, under which those stockholders have agreed to vote their shares in favor of the transaction.
The agreement includes a 40-day go-shop period, which expires at 11:59 p.m. Eastern Time on October 27, 2026. During this period, MISTRAS’s Board, assisted by financial advisor Baird, may actively solicit and consider alternative acquisition proposals from third parties.
If the transaction is completed, MISTRAS’s common stock will no longer be listed on the New York Stock Exchange.
Baird is serving as financial advisor to MISTRAS, with Morgan, Lewis & Bockius LLP and Troutman Pepper Locke LLP serving as legal counsel. Texas Capital Securities is serving as financial advisor to H.I.G., while Kirkland & Ellis LLP is serving as its legal counsel.
