In a take-private deal, your shares are converted into the right to receive a fixed cash price when the merger closes, and for most investors holding through a broker the cash simply replaces the position, with no paperwork. Everything between the announcement and that payment is a chain of conditions that can still break: a shareholder vote or tender, regulatory clearance, and a buyer that has to show up with the money. Here is the sequence step by step, using Mistras Group's $20.35-per-share cash deal with funds affiliated with H.I.G. Capital as the worked example.

The price is fixed. The date is not. That distinction drives everything below, and the same pattern runs through the deal coverage on What's On Finance.

Step 1: The announcement and the go-shop window

It starts with an 8-K. Read its merger agreement summary, not the headline: price, structure, conditions, fees. Some deals add a go-shop, a window in which the target's bankers may solicit better offers, often with a reduced breakup fee for a topping bidder. After it ends, a no-shop applies, with fiduciary exceptions for unsolicited superior proposals.

Mistras ($MG) signed on September 17, 2026, with a 40-day go-shop and a termination fee of about $27.5 million, halved for a topping bid that came out of the go-shop. The go-shop expired at 11:59 p.m. ET on October 27, 2026. Baird had contacted or been contacted by 122 third parties, and no alternative acquisition proposals were received. Bumble ($BMBL) and CCC Intelligent Solutions ($CCC) have no go-shop at all.

What most explainers skip: Mistras closed above the $20.35 offer at every session from September 18 through October 28, 2026, peaking at $21.60 at the October 20 close. Traders were paying for a topping bid. Once the go-shop ended empty, the premium vanished: $20.15 at the November 2, 2026 close, below the offer. Anyone who paid near $21.60 was buying a hope, not a deal.

Step 2: The vote, the tender, and the conditions

• One-step merger with a vote. The company files a proxy, sets a record date and holds a special meeting. Mistras needs "a majority of the shares of Common Stock outstanding," so abstentions and broker non-votes count as votes against. Holders of about 29.0% of the shares as of the October 19, 2026 record date signed voting agreements. CCC uses the same majority-of-outstanding standard.
• Tender offer. You have to tender your shares before the offer expires. In a Delaware deal under 8 Del. C. §251(h), the shares that were not tendered are converted in the back-end merger into "the same amount and kind of cash" paid in the offer. Tender offers versus votes get their own article.
• Written consent. Bumble is the extreme case. Its principal stockholders delivered a written consent, and the 8-K says "No further action by holders of shares of Company Common Stock is required to complete the Mergers." Public holders get a Schedule 14C information statement, and the deal can close only after 20 days have passed from its mailing.

All three deals also need HSR clearance (timing is covered separately), no injunction and no material adverse effect, and Bumble needs certain other governmental approvals too. None has a financing condition. Each 8-K says so explicitly.

Watch for a majority-of-the-minority condition, which some insider-led deals add so that holders unaffiliated with the buyer get their own vote. None of the three filings mentions one. At Bumble, Whitney Wolfe Herd and an affiliated entity are rolling shares into the buyer, and a special committee of independent and disinterested directors approved the deal.

Worked example: the Mistras timeline, and three gaps to the offer

The arithmetic for Mistras: $20.35 minus $20.15 is $0.20, and $0.20 divided by $20.15 is 0.99%. That gap is what the market charges for time and deal risk. Annualizing it is the job of the merger-arbitrage spread article. For the deal-specific stories, see our coverage of the Mistras take-private, Bumble's buyout and CCC's deal.

Step 3: Closing, the paying agent, and the cash

At the effective time, each share stops being stock and becomes "the right to receive" the cash price. The cash flows through a paying agent, a bank or trust company the buyer designates, subject to the target's approval in Mistras' case.

• Street name (most investors). Your broker's nominee is the holder of record and collects the cash. The ticker disappears from your account and the cash appears in its place.
• Book-entry at the transfer agent. The Mistras proxy says these holders are "automatically" entitled to the consideration at the effective time.
• Paper certificates. The paying agent mails a letter of transmittal. You get paid after you return it with the certificates.

No interest is paid, however long closing takes. On options and RSUs, in one line: in Mistras and CCC, in-the-money options are cashed out for the spread, underwater options are cancelled for nothing, and RSUs are either cashed out or converted into cash awards on the same vesting terms.

Step 4: Delisting (Form 25) and deregistration (Form 15)

After closing, the exchange listing is withdrawn on Form 25. Under SEC Rule 12d2-2, removal from listing takes effect 10 days after the form is filed. The company then files Form 15 under Rule 12g-4, certifying that it has fewer than 300 holders of record. That immediately suspends its Section 13(a) reporting duty, and registration ends 90 days later. The Mistras proxy puts it plainly: the stock "will be delisted from the NYSE and deregistered under the Exchange Act." If the deal fails, Mistras remains listed on the NYSE as "MG."

Appraisal rights under 8 Del. C. §262

Holders who reject a Delaware cash deal can ask the Court of Chancery for "fair value" instead. 8 Del. C. §262(b)(2) makes appraisal available when holders must take cash. The main requirements:

• Deliver a written demand before the vote. Mistras' proxy warns that voting against the merger does not, by itself, preserve appraisal rights.
• Do not vote in favor, and hold the shares continuously through the effective date.
• A petition must be filed within 120 days after the effective date.
• For listed shares, the court dismisses unless the shares seeking appraisal exceed 1% of the class or $1 million in deal value.
• Fair value excludes any value arising from the merger itself. Interest accrues at 5% over the Federal Reserve discount rate, compounded quarterly.

You trade a known price for a court result that could land above or below it. This is a summary of the statute, not legal advice.

What happens if you do nothing, and the two classic mistakes

Doing nothing. In a vote deal, not voting counts as a "no" when approval requires a majority of outstanding shares. If it is approved anyway, your shares convert at closing like everyone else's. In a §251(h) tender deal, shares you never tendered get the same cash in the back-end merger. At Bumble, the vote has already happened. On taxes: a cash-out is generally a taxable sale measured against your cost basis (Mistras' proxy says the merger "generally will be a taxable transaction"), and this is not tax advice.

Mistake 1: selling at a discount in a panic. A hypothetical 500 Mistras shares bring $10,075 at the $20.15 November 2, 2026 close, versus $10,175 at the $20.35 deal price. That $100 buys an early exit and hands the risk to someone else, which can be a reasonable trade. The mistake is dumping into a thin tape after a scary headline without checking whether any condition actually changed.

Mistake 2: assuming the vote is a formality. Mistras needs a majority of all outstanding shares. Voting agreements lock up about 29.0%, so the rest has to come from holders who actually return a proxy. Deals also die on regulators and adverse-change fights. If the deal fails, the stock trades on its own merits again, with no cash offer underneath it.

Shareholder checklist

1. Read the 8-K: the price, the structure (vote, tender or written consent), and any go-shop end date.
2. Note the record date, the meeting date or tender expiration, and the outside date.
3. Check the conditions: HSR, financing, majority-of-the-minority.
4. Vote or tender on time, and remember that in a majority-of-outstanding vote, a non-vote counts against.
5. If you are weighing appraisal, the written demand goes in before the vote, and you must not vote in favor.
6. After closing, confirm the cash posted and keep the records for your cost basis.

FAQ

Do I need to do anything to get paid in a take-private deal?

If you hold through a broker, usually not. The cash replaces the shares after closing. Holders of paper certificates must return a letter of transmittal to the paying agent.

Can I still sell my shares before the deal closes?

Yes. The stock keeps trading until the deal closes, typically a little below the offer. Mistras was $0.20 below its $20.35 offer at the November 2, 2026 close.

Do I earn interest if the closing is delayed?

No. The Mistras, Bumble and CCC filings all describe the cash as paid "without interest," so a delay costs you time value.

What happens if the take-private deal falls apart?

The company stays public. Mistras' proxy says it would remain listed on the NYSE as "MG."