H.I.G. Capital has agreed to acquire MISTRAS Group in an all-cash transaction valued at approximately $866 million, including outstanding debt, taking the technology-enabled industrial asset integrity and laboratory testing company private.
Under the definitive agreement, 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, respectively, through September 17, 2026. The company also noted that the offer reflects 61% share-price appreciation since the end of 2025.
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 also centralizes asset-integrity data for predictive analytics and benchmarking.
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 $75 billion 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, while its current portfolio includes more than 100 companies generating combined sales of more than $53 billion.
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.
The company combines field services and laboratory testing with software and analytics, creating a platform that can help industrial customers identify problems earlier, reduce risk and extend the useful life of expensive assets.
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 also 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 period, 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 H.I.G. 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 is serving as the private equity firm’s legal counsel.
The deal would give MISTRAS a private-capital partner as it continues building a more integrated integrity and testing platform.
H.I.G.’s acquisition strategy has historically combined capital with operational support, and the firm said MISTRAS’ technical workforce, long-standing customer relationships and expertise in mission-critical industrial services make it an attractive platform for additional growth.
For MISTRAS shareholders, the proposed transaction converts the company’s recent share-price appreciation into an all-cash exit while still allowing the board to test the market for potential higher bids during the go-shop period.
KEY QUOTES:
“Upon completion of the transaction, the agreement with H.I.G. would deliver immediate and certain cash value to stockholders.”
“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.”
Manuel N. Stamatakis, Executive Chairman of MISTRAS Group
“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.”
Natalia Shuman, President and CEO of MISTRAS Group
“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.”
Matt Gullen, Managing Director at H.I.G. Capital
