Mistras Group (MG) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by affiliates of H.I.G. Capital at $20.35 per share in cash, representing an enterprise value of approximately $866 million, including debt.

• The transaction delivers a premium to recent share prices and is unanimously approved by the board, expected to close in late 2026 or early 2027, subject to customary conditions including stockholder and regulatory approvals.

• H.I.G. affiliates have secured voting agreements with holders of about 31% of outstanding shares to support the merger.

• A 40-day go-shop period allows the company to solicit alternative proposals, after which a no-shop provision applies.

• Upon completion, shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the merger agreement at a special meeting; preliminary and definitive proxy statements will be filed with the SEC.

• Voting agreements require certain directors, officers, and stockholders to vote in favor of the merger and against competing proposals.

• The go-shop period allows solicitation of alternative acquisition proposals for 40 days post-agreement.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of stockholders and recommends approval.

• At closing, directors of the acquisition subsidiary will become directors of the surviving corporation; current officers will continue in their roles.