Recent Updates — MG

The 40-day go-shop period under the merger agreement between Mistras Group and entities affiliated with H.I.G. Capital expired on October 27, 2026, without any alternative acquisition proposals being received. During this window, financial advisor Robert W. Baird contacted or was contacted by 122 third parties, including 24 strategic companies and 98 financial sponsors, entering into confidentiality agreements with 40 of them. The proposed all-cash transaction values the company at approximately $866 million, representing an enterprise value inclusive of outstanding debt. The purchase price of $20.35 per share reflects a premium of roughly 8% to the 30-day and 13% to the 90-day volume-weighted average unaffected share prices. The transaction remains expected to close in late 2026 or early 2027, subject to stockholder approval at a special meeting scheduled for November 24, 2026, and customary regulatory approvals. Mistras Group provides technology-enabled industrial asset integrity and laboratory testing solutions.

Mistras Group, Inc. entered into a definitive Agreement and Plan of Merger with Athena Purchaser, LLC, controlled by funds affiliated with H.I.G. Capital, to be acquired in an all-cash transaction valued at approximately $866 million including debt. Under the terms, each share of common stock will convert into the right to receive $20.35 in cash per share. The Board unanimously approved and recommended the merger, which is subject to customary conditions including stockholder approval and Hart-Scott-Rodino regulatory clearance. A 40-day go-shop period allows Mistras to solicit alternative proposals until October 27, 2026. Voting agreements covering approximately 31% of outstanding shares support the transaction. The deal is expected to close in late 2026 or early 2027, after which Mistras will delist from the NYSE. Mistras Group operates as a global provider of technology-enabled industrial asset integrity and laboratory testing solutions.

Mistras Group reported second quarter 2026 revenue of $193.1 million, a 4.2% increase year-over-year, driven by demand in Infrastructure, Power Generation, and Aerospace & Defense. GAAP net income rose to $7.6 million ($0.23 diluted EPS) from $3.0 million in the prior year period. Adjusted EBITDA reached a record $25.8 million, up 7.0%, with an Adjusted EBITDA margin of 13.3%. The company raised its full-year 2026 revenue guidance to $740.0–$755.0 million and Adjusted EBITDA guidance to $92.0–$95.0 million. Gross debt decreased to $172.1 million as of June 30, 2026, resulting in a leverage ratio of 2.2x. Mistras Group operates in the industrial asset integrity and testing solutions industry.