Mistras Group, Inc. filed an 8-K on September 18, 2026, disclosing that on September 17, 2026, it entered into an Agreement and Plan of Merger with Athena Purchaser, LLC and Athena Merger Sub, Inc., entities controlled by funds affiliated with H.I.G. Capital, under which each share of Mistras common stock would be converted into the right to receive $20.35 in cash.

Key Highlights

  • Merger consideration: Each share of common stock (par value $0.01) will be converted into $20.35 in cash, without interest, at the effective time of the Merger.
  • Unanimous board approval: The Board of Directors unanimously determined the Merger is fair to and in the best interests of the Company and its stockholders, and recommended stockholders adopt the Merger Agreement.
  • Go-Shop Period: The Company may solicit alternative acquisition proposals for 40 calendar days following the date of the Merger Agreement, ending at 11:59 p.m. Eastern Time on that date.
  • Equity awards treated as cash: Outstanding options, RSUs, and PRSUs will be cancelled at closing and converted into cash payments based on the $20.35 Merger Consideration, less applicable tax withholdings; options with exercise prices at or above $20.35 will be cancelled for no consideration.
  • No financing condition: According to the filing, the Merger is not subject to a financing condition.
  • Stockholder vote required: Closing requires adoption of the Merger Agreement by holders of a majority of the outstanding shares of Company Common Stock entitled to vote.

Mistras Group Merger Agreement Terms and Conditions

According to the filing, Mistras Group (NYSE:MG) entered into the Merger Agreement on September 17, 2026, with Athena Purchaser, LLC as Parent and Athena Merger Sub, Inc. as Acquisition Sub, both controlled by funds affiliated with H.I.G. Capital. Under the agreement, Acquisition Sub will be merged with and into Mistras Group, with the Company surviving as a wholly owned subsidiary of Parent. The filing states that the Merger is not subject to a financing condition.

The filing details that, at the effective time of the Merger, each share of Company Common Stock will be automatically converted into the right to receive $20.35 in cash, without interest, with exceptions for treasury shares, shares held directly by Parent or Acquisition Sub (which will be cancelled for no consideration), and shares held by stockholders who have properly exercised appraisal rights under Section 262 of the General Corporation Law of the State of Delaware. Performance-based RSUs will be settled based on the greater of target performance and actual performance as of immediately prior to the effective time, multiplied by the $20.35 Merger Consideration.

Closing conditions disclosed in the filing include: receipt of the Requisite Stockholder Approval (a majority of outstanding shares), expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and other required regulatory approvals, the absence of any order preventing the Merger, accuracy of representations and warranties, material compliance with covenants, and the absence of a Company Material Adverse Effect since the date of the Merger Agreement. The filing also discloses customary termination rights for both parties, including provisions for a Company Termination Fee if the Company terminates to enter into a superior proposal agreement.

What Was Disclosed

Mistras Group disclosed entry into a definitive merger agreement under which H.I.G. Capital-affiliated entities would acquire the Company at $20.35 per share in cash. The Board unanimously approved the deal and recommended stockholder adoption. A 40-calendar-day go-shop period is included.