Mistras Group, Inc. filed a definitive proxy statement on October 27, 2026, asking stockholders to vote on a proposed merger with Athena Purchaser, LLC, an entity controlled by funds affiliated with H.I.G. Capital, LLC, at a cash consideration of $20.35 per share.

Key Highlights

  • Merger consideration: Stockholders would receive $20.35 per share of Common Stock (par value $0.01 per share) in cash, without interest and subject to applicable withholding taxes.
  • Merger Agreement date: The Agreement and Plan of Merger was entered into on September 17, 2026, between the Company, Athena Purchaser, LLC, and Athena Merger Sub, Inc.
  • Acquirer: Parent and Acquisition Sub are controlled by funds affiliated with H.I.G. Capital, LLC, according to the filing.
  • Special Meeting scheduled: The virtual stockholder meeting is set for November 24, 2026, at 9:00 a.m. Eastern Time.
  • Record date: October 19, 2026, is the record date for stockholders entitled to vote.
  • Board recommendation: The Board unanimously recommends a vote "FOR" the Merger Proposal, "FOR" the Adjournment Proposal, and "FOR" the Compensation Proposal.
  • Approval threshold: Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of outstanding shares entitled to vote; abstentions and broker non-votes count as votes against.

Mistras Group Seeks Stockholder Approval to Be Acquired by H.I.G. Capital Affiliate

Mistras Group, Inc. (NYSE:MG), a provider of asset protection solutions, filed a definitive proxy statement with the SEC on October 27, 2026, in connection with a proposed acquisition. According to the filing, Acquisition Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. If the transaction closes, stockholders of record will receive $20.35 in cash per share of Common Stock, without interest and subject to applicable withholding taxes, unless they have properly demanded and preserved statutory appraisal rights under Section 262 of the General Corporation Law of the State of Delaware.

The Board unanimously determined that the Merger Agreement and the transactions contemplated by it are "advisable, fair to and in the best interests of the Company and its stockholders," according to the filing. The Board also unanimously approved and declared advisable the Merger Agreement and directed its submission to stockholders for adoption. The proxy statement indicates that the Company's named executive officers may receive compensation in connection with the Merger, which is the subject of a separate non-binding advisory vote at the Special Meeting.

Stockholders are being asked to vote on three proposals: the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal. The filing notes that a failure to vote, a broker non-vote, or an abstention will have the same effect as a vote "AGAINST" the Merger Proposal. Proxy cards returned without voting instructions will be voted "FOR" all three proposals. The record date for determining eligible voters is October 19, 2026, and the Special Meeting is to be held entirely online on November 24, 2026, at 9:00 a.m. Eastern Time.

What Was Disclosed

Mistras Group filed a definitive merger proxy statement dated October 27, 2026, disclosing a proposed all-cash acquisition by an H.I.G. Capital affiliate at $20.35 per share. Stockholders are scheduled to vote on the transaction at a virtual special meeting on November 24, 2026.