NewGenIvf Eyes Reverse Merger with European Wellness Investment Holdings

 NewGenIvf Group (NASDAQ: NIVF) (“NewGen” or the “Company”), a comprehensive fertility services provider in Asia helping couples and individuals obtain access to fertility treatments, today announced the execution of a non-binding term sheet (the "Term Sheet") regarding a proposed reverse merger (the “Proposed Transaction”) with healthcare company European Wellness Investment Holdings Limited ("EWIHL").

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen commented, “I am thrilled to announce the signing of a non-binding term sheet with EWIHL, a leading healthcare company. The proposed reverse merger will bolster our position in several key ways. Operationally, it will unlock significant synergies, expand our global reach, and help us to further improve fertility outcomes for our customers. Financially, with the acquisition of a profitable business and a US$30 million fundraising, we will be well-equipped to fund our future growth. Moreover, the issuance of additional ordinary shares will increase our market capitalization, ensuring higher trading liquidity. Finally, I believe that the deemed price of US$5 per share confirms that our current share price is undervalued compared to the long-term fair valuation of the company.”

The Proposed Transaction

Pursuant to the Term Sheet, it is proposed that NewGen issue 53,600,000 of its ordinary shares to the shareholder(s) of EWIHL or its associate (the “EWIHL Shareholders”) in exchange for 100% equity interest of EWIHL, at a deemed price per share of US$5, representing an aggregate amount of US$268,000,000. Simultaneously, it is proposed that NewGen raise US$30 million from public or private shareholders, in a form mutually acceptable to both NewGen and EWIHL.

Following stockholder approval of the Proposed Transaction, EWIHL Shareholders are expected to hold approximately 76.4% equity interest in NewGen. The Company expects to announce additional details regarding the Proposed Transaction when a definitive agreement is executed. The completion of the Proposed Transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement, obtaining adequate financing, satisfaction of the conditions negotiated therein, and approval of the Proposed Transaction by the board and stockholders, as and when applicable. There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.

https://www.globenewswire.com/news-release/2024/04/22/2866925/0/en/NewGenIvf-Signs-Non-Binding-Term-Sheet-for-Potential-Reverse-Merger-with-European-Wellness-Investment-Holdings.html