Mistras Group to be acquired by H.I.G. Capital for $20.35/share cash

Mistras Group, Inc.

All-cash deal values Mistras at ~$866M enterprise value including debt; $20.35 per share.
Premium of ~8% and 13% to 30- and 90-day VWAPs; 61% above Dec 31, 2025 close.
Closing requires stockholder majority, HSR waiting period, regulatory approvals; no financing condition.
Go-shop period 40 days; termination fee $27.5M (50% if superior proposal during go-shop).
Retention bonuses: CEO Shuman $750K, CFO Prajzner $425K, COO Hammad $425K, CCO D'Alterio $245K; directors/officers hold ~31% voting agreements.

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