Exhibit 99.1
MISTRAS Group, Inc. Announces Expiration of “Go-Shop” Period
Previously Announced Transaction with H.I.G. Capital Remains Expected to Close in Late 2026 or Early 2027
PRINCETON JUNCTION, NJ – October 28, 2026 – MISTRAS
Group, Inc. (NYSE: MG) (“MISTRAS” or the “Company”), a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, today announced the expiration of the 40-calendar-day “go-shop” period under the terms of the
previously announced definitive merger agreement entered into by the Company with entities affiliated with H.I.G. Capital, LLC (“H.I.G.”), dated as of September 17, 2026 (the “Merger Agreement”), pursuant to which affiliates of H.I.G. have agreed
to acquire the Company in an all-cash transaction for $20.35 per share of common stock. The “go-shop” period expired at 11:59 p.m. Eastern Time on October 27, 2026. No alternative acquisition proposals were received from any third party prior to
the expiration.
During the 40-day “go-shop” period, at the direction of the Company’s board of directors, the Company and its financial advisor, Robert W. Baird & Co. Incorporated
(“Baird”), actively solicited inquiries relating to alternative acquisition proposals from a wide range of potentially interested third parties. In total, the representatives of Baird contacted, or were contacted by, 122 third parties, consisting
of 24 strategic companies, including a party with which the Company had previously discussed a strategic business combination, and 98 financial sponsors. The Company entered into confidentiality agreements, all of which contained customary
standstill and non-solicit provisions, with 40 of those third parties and provided access to certain non-public information regarding the Company.
Upon expiration of the “go-shop” period, the Company, its subsidiaries and their respective representatives became subject to customary “no-shop” provisions that limit
their ability to solicit alternative acquisition proposals from third parties, to engage in discussions or negotiations regarding such proposals or to provide confidential information to third parties, subject to specific exceptions outlined in the
Merger Agreement, including customary “fiduciary out” provisions.
As previously disclosed, under the terms of the Merger Agreement, affiliates of H.I.G. have agreed to acquire the Company in an all-cash transaction for $20.35 per share
of common stock, representing an enterprise value of approximately $866 million, including outstanding debt. The purchase price per share represents a premium of approximately 8% and 13% to the Company’s 30- and 90-day volume-weighted average
unaffected share price, respectively, for the periods ended September 17, 2026. In addition, the purchase price is inclusive of 61% price appreciation from December 31, 2025 to September 17, 2026. The transaction is expected to close in late 2026
or early 2027, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of all required regulatory approvals.
About MISTRAS Group, Inc.
MISTRAS Group, Inc. (NYSE: MG) is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical strategic markets
including oil & gas, aerospace & defense, industrials, power generation & transmission, infrastructure, engineering, and research. MISTRAS Group provides a diversified portfolio of products and services, ranging from advanced
non-destructive testing and pipeline inspections to real-time condition monitoring, maintenance planning, and specialized engineering, powered by a proprietary management software suite that centralizes integrity data for predictive analytics and
benchmark analysis. With a long-standing track record of innovation and deep industry expertise, MISTRAS Group helps clients reduce risk, extend asset life, and optimize operational performance. Learn more at www.mistrasgroup.com.
Important Information and Where to Find It
In connection with the proposed transaction between the Company and H.I.G., the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive
proxy statement on Schedule 14A on October 27, 2026 (File No. 001-34481), relating to a special meeting of the Company’s stockholders to seek stockholder approval in connection with the proposed transaction. Because the “go-shop” period under the
Merger Agreement had not expired as of the filing of the definitive proxy statement, the Company is filing this press release as additional definitive proxy soliciting material to supplement the definitive proxy statement’s disclosure regarding the
“go-shop” process. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THIS PRESS RELEASE AND ANY OTHER RELEVANT MATERIALS FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE MATERIALS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company has mailed the definitive
proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction, to be held virtually on November 24, 2026. Any vote in respect of proposals at the Company’s special meeting of
stockholders should be made only on the basis of the information contained in the definitive proxy statement, as supplemented. Investors and securityholders are able to obtain free copies of the definitive proxy statement and other documents filed
or that will be filed by the Company with the SEC at http://www.sec.gov, the SEC’s website, or on the Company’s investor relations website (http://www.investors.mistrasgroup.com). In addition, the definitive proxy statement and other documents
filed or that will be filed by the Company with the SEC may be obtained from the Company free of charge by requesting them from Investor Relations by email at investors@mistrasgroup.com or by telephone at 1 (833) MISTRAS, or from D.F. King &
Co., Inc., the Company’s proxy solicitor, at 28 Liberty Street, 53rd Floor, New York, NY 10005 or by calling toll-free at 888-605-1957.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in
respect of the proposed transaction and any other matters to be voted on at the special meeting. Information about the Company and its directors and executive officers can be found in (i) the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, which was filed with the SEC on March 11, 2026, (ii) the Company’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 7, 2026, and (iii) the Company’s other filings with the
SEC, including any statements of beneficial ownership on Form 3, Form 4 or Form 5. Additional information regarding ownership of the Company’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3
and 4. These documents may be obtained free of charge at http://www.sec.gov, the SEC’s website, or on the Company’s investor relations website (http://www.investors.mistrasgroup.com). Additional information regarding the interests of the Company’s
directors and executive officers in the proposed transaction, including their beneficial ownership of the Company’s securities, is included in the definitive proxy statement relating to the proposed transaction which was filed with the SEC on
October 27, 2026 (File No. 001-34481), and in other relevant materials the Company may file with the SEC. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release, including statements regarding the proposed transaction, are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to qualify for the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements generally use words such as “future,” “possible,” “potential,” “targeted,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “will,” “may,” “should,” “could,”
“would” and other similar words and phrases. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such statements are not guarantees of
future events or results and may not accurately indicate the timing of, or the date by which, such events or results will be consummated or achieved, if at all. These statements are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in these statements. Such risks, uncertainties and contingencies include, among others: uncertainties as to the timing of the proposed transaction; uncertainties as to how many of the
Company’s stockholders will vote in favor of the proposed transaction, including the possibility that the Company’s stockholders may not approve the proposed transaction; the possibility that competing offers will be made notwithstanding the
expiration of the “go-shop” period, including pursuant to the “fiduciary out” provisions of the Merger Agreement; the ability to receive the required consents and regulatory approvals for the proposed transaction and to satisfy the other closing
conditions of the proposed transaction on a timely basis or at all; the risk that, prior to the completion of the proposed transaction, the Company’s business and its relationships with employees, collaborators, vendors and other business partners
could experience significant disruption due to transaction-related uncertainty; the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; negative
effects of the announcement of the proposed transaction on the market price of the Company’s common stock and/or on the Company’s business, financial condition, results of operations and financial performance; the ability of the Company to retain
and hire key personnel; and the risks and uncertainties pertaining to the Company’s business, including those detailed under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and
elsewhere in the Company’s public periodic filings with the SEC. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the manner described or at all. Stockholders, potential
investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. It is not possible to anticipate or foresee
all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete. For additional information on identifying factors that may cause actual results to vary from those stated in
forward-looking statements, please see the Company’s statements and reports on Forms 10-K, 10-Q and 8-K filed with the SEC and other written statements made by the Company from time to time. Forward-looking statements speak only as of the date of
this communication, and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
MISTRAS Media Contact:
Theresa Feraren
Senior Vice President & Chief Marketing Officer
MISTRAS Group, Inc.
marcom@mistrasgroup.com
Aaron Palash / Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
MISTRAS Investors Contact:
Edward J. Prajzner
Senior Executive Vice President & Chief Financial Officer
+1 (833) MISTRAS | investors@mistrasgroup.com
H.I.G. Contact:
Media Relations
