UNITED STATES OF AMERICA —Private equity firm H.I.G. Capital has entered into a definitive agreement to take industrial asset integrity and testing company MISTRAS Group private in an all-cash transaction valued at approximately $866 million, including debt.
Under the terms of the transaction, shareholders of MISTRAS will receive $20.35 per share in cash. The board of directors of MISTRAS unanimously approved the transaction following a evaluation of strategic options. Shareholders holding approximately 31% of the common stock have signed voting agreements supporting the sale. The deal includes a 40-day go-shop period expiring October 27, 2026, during which MISTRAS can actively solicit alternative takeover proposals.
Headquartered in Princeton Junction, New Jersey, MISTRAS Group provides technology-enabled asset protection, non-destructive testing, and predictive maintenance solutions to infrastructure and industrial operations. H.I.G. Capital is an alternative investment manager controlling $75 billion in assets, specializing in private equity and debt investments across middle-market enterprises.
The buyout highlights expanding private equity interest in specialized testing, inspection, and certification services supporting critical industrial assets. Industrial, energy, aerospace, and defense sectors rely heavily on continuous integrity monitoring to prevent operational downtime, comply with safety mandates, and manage aging physical infrastructure.
Transitioning to private ownership provides MISTRAS with greater operational flexibility to execute long-term strategic initiatives and expansion into high-growth target markets away from public equity market volatility. For institutional investors, the offer crystallizes recent valuation gains, delivering cash certainty while maintaining a short-term option for potential superior offers before completion, expected in late 2026 or early 2027.
