Mistras Group, Inc. (NYSE: MG) announced on October 28, 2026, that the 40-calendar-day “go-shop” period under its previously announced merger agreement with affiliates of H.I.G. Capital has expired. The go-shop period ended at 11:59 p.m. Eastern Time on October 27, 2026.
Under the terms of the Merger Agreement, dated September 17, 2026, H.I.G. Capital affiliates agreed to acquire Mistras in an all-cash transaction for $20.35 per share of common stock. This offer represents an enterprise value of approximately $866 million, including outstanding debt. The purchase price per share reflects a premium of approximately 8% to the 30-day volume-weighted average share price and 13% to the 90-day volume-weighted average share price as of September 17, 2026.
During the go-shop period, Mistras and its financial advisor, Robert W. Baird & Co. Incorporated, actively solicited alternative acquisition proposals. Baird representatives contacted or were contacted by 122 third parties, consisting of 24 strategic companies and 98 financial sponsors. The company entered into confidentiality agreements with 40 of these parties, all of which included customary standstill and non-solicit provisions.
No alternative acquisition proposals were received from any third party prior to the expiration of the go-shop period. Upon expiration, the company and its subsidiaries became subject to customary “no-shop” provisions that limit their ability to solicit alternative proposals, subject to specific exceptions outlined in the Merger Agreement, including fiduciary out provisions.
The transaction is expected to close in late 2026 or early 2027, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of all required regulatory approvals. Mistras has filed a definitive proxy statement on Schedule 14A with the SEC on October 27, 2026, relating to a special meeting of stockholders to vote on the transaction. The meeting is scheduled to be held virtually on November 24, 2026.
