Avalon GloboCare and YOOV, a Leading Business AI Automation Solutions Provider, Enter into Merger Agreement
Avalon GloboCare (NASDAQ: ALBT) has announced a definitive merger agreement with YOOV, a leading business AI automation solutions provider. The merged entity will operate as YOOV and trade under the ticker 'YOOV' on Nasdaq, pending approval.
YOOV demonstrated strong financial performance with unaudited revenue of $45.7 million and net income of $3.4 million for calendar year 2024, compared to $28.7 million revenue and $2.4 million net loss in 2023, representing 59.1% annual revenue growth.
Post-merger ownership structure will see YOOV shareholders holding approximately 97.5-97.8% of the combined company, while Avalon shareholders will retain 2.2-2.5%. The transaction is expected to close in Q3 2025, subject to stockholder approval. Phil Wong will serve as Chairman, CEO, and President of the combined company, with a seven-member board comprising five YOOV and two Avalon designees.
Avalon GloboCare (NASDAQ: ALBT) ha annunciato un accordo di fusione definitivo con YOOV, un fornitore leader di soluzioni di automazione AI per le imprese. L'entità risultante opererà come YOOV e sarà quotata con il ticker 'YOOV' su Nasdaq, in attesa di approvazione.
YOOV ha dimostrato forti risultati finanziari con un fatturato non verificato di 45,7 milioni di dollari e un reddito netto di 3,4 milioni di dollari per l'anno solare 2024, rispetto a un fatturato di 28,7 milioni di dollari e una perdita netta di 2,4 milioni di dollari nel 2023, rappresentando una crescita annuale del fatturato del 59,1%.
La struttura di proprietà post-fusione vedrà gli azionisti di YOOV detenere circa il 97,5-97,8% della società combinata, mentre gli azionisti di Avalon manterranno il 2,2-2,5%. Si prevede che la transazione si chiuda nel terzo trimestre del 2025, soggetta all'approvazione degli azionisti. Phil Wong sarà il Presidente, CEO e Presidente della società combinata, con un consiglio di amministrazione di sette membri composto da cinque designati di YOOV e due di Avalon.
Avalon GloboCare (NASDAQ: ALBT) ha anunciado un acuerdo de fusión definitivo con YOOV, un proveedor líder de soluciones de automatización de IA para negocios. La entidad fusionada operará como YOOV y se negociará bajo el ticker 'YOOV' en Nasdaq, pendiente de aprobación.
YOOV demostró un fuerte rendimiento financiero con ingresos no auditados de 45,7 millones de dólares y un ingreso neto de 3,4 millones de dólares para el año calendario 2024, en comparación con ingresos de 28,7 millones de dólares y una pérdida neta de 2,4 millones de dólares en 2023, lo que representa un crecimiento anual de ingresos del 59,1%.
La estructura de propiedad posterior a la fusión verá a los accionistas de YOOV poseer aproximadamente el 97,5-97,8% de la empresa combinada, mientras que los accionistas de Avalon retendrán el 2,2-2,5%. Se espera que la transacción se cierre en el tercer trimestre de 2025, sujeta a la aprobación de los accionistas. Phil Wong será el Presidente, CEO y Presidente de la empresa combinada, con una junta de siete miembros compuesta por cinco designados de YOOV y dos de Avalon.
아발론 글로보케어 (NASDAQ: ALBT)는 비즈니스 AI 자동화 솔루션 제공업체인 YOOV와의 최종 합병 계약을 발표했습니다. 합병된 회사는 YOOV로 운영되며, Nasdaq에서 'YOOV'라는 티커로 거래될 예정입니다. 승인 대기 중입니다.
YOOV는 2024년 회계 연도에 감사되지 않은 수익 4,570만 달러와 순이익 340만 달러를 기록하며 강력한 재무 성과를 보여주었습니다. 이는 2023년의 수익 2,870만 달러와 순손실 240만 달러에 비해 연간 수익 성장률 59.1%을 나타냅니다.
합병 후 소유 구조는 YOOV 주주가 합병된 회사의 약 97.5-97.8%를 보유하고, 아발론 주주가 2.2-2.5%를 유지하는 형태가 될 것입니다. 이 거래는 2025년 3분기 중에 주주 승인에 따라 종료될 것으로 예상됩니다. 필 웡은 합병된 회사의 회장, CEO 및 사장으로 재직하며, 이사회는 YOOV의 5명과 아발론의 2명으로 구성된 7명의 이사로 이루어집니다.
Avalon GloboCare (NASDAQ: ALBT) a annoncé un accord de fusion définitif avec YOOV, un fournisseur leader de solutions d'automatisation par IA pour les entreprises. L'entité fusionnée opérera sous le nom de YOOV et sera cotée sous le ticker 'YOOV' sur le Nasdaq, en attente d'approbation.
YOOV a démontré de solides performances financières avec un chiffre d'affaires non audité de 45,7 millions de dollars et un bénéfice net de 3,4 millions de dollars pour l'année calendaire 2024, comparé à un chiffre d'affaires de 28,7 millions de dollars et une perte nette de 2,4 millions de dollars en 2023, représentant une croissance annuelle du chiffre d'affaires de 59,1%.
La structure de propriété post-fusion verra les actionnaires de YOOV détenir environ 97,5-97,8% de l'entreprise combinée, tandis que les actionnaires d'Avalon conserveront 2,2-2,5%. La transaction devrait se clôturer au troisième trimestre 2025, sous réserve de l'approbation des actionnaires. Phil Wong sera le président, CEO et président de l'entreprise combinée, avec un conseil d'administration de sept membres comprenant cinq désignés par YOOV et deux par Avalon.
Avalon GloboCare (NASDAQ: ALBT) hat eine endgültige Fusionsvereinbarung mit YOOV, einem führenden Anbieter von KI-Automatisierungslösungen für Unternehmen, bekannt gegeben. Das fusionierte Unternehmen wird als YOOV agieren und unter dem Ticker 'YOOV' an der Nasdaq gehandelt, vorbehaltlich der Genehmigung.
YOOV wies eine starke finanzielle Leistung mit unauditierten Einnahmen von 45,7 Millionen Dollar und einem Nettogewinn von 3,4 Millionen Dollar für das Kalenderjahr 2024 auf, im Vergleich zu 28,7 Millionen Dollar Einnahmen und einem Nettoverlust von 2,4 Millionen Dollar im Jahr 2023, was einem jährlichen Umsatzwachstum von 59,1% entspricht.
Die Eigentümerstruktur nach der Fusion wird zeigen, dass die YOOV-Aktionäre etwa 97,5-97,8% des fusionierten Unternehmens halten, während die Avalon-Aktionäre 2,2-2,5% behalten werden. Die Transaktion wird voraussichtlich im dritten Quartal 2025 abgeschlossen, vorbehaltlich der Genehmigung der Aktionäre. Phil Wong wird als Vorsitzender, CEO und Präsident des fusionierten Unternehmens fungieren, mit einem siebenköpfigen Vorstand, der aus fünf YOOV- und zwei Avalon-Designierten besteht.
- Strong revenue growth of 59.1% YoY to $45.7M in 2024
- Turnaround to $3.4M net profit in 2024 from $2.4M loss in 2023
- Access to public markets through Nasdaq listing
- Strategic entry into growing AI automation market
- Significant dilution for existing ALBT shareholders (reduced to 2.2-2.5% ownership)
- Financial data is unaudited and subject to change
- Merger completion dependent on multiple approvals and conditions
Insights
This merger represents a significant restructuring for Avalon shareholders, effectively functioning as a reverse merger that allows YOOV to access public markets while completely transforming Avalon's business focus. The ownership structure - with YOOV shareholders receiving 97.5-97.8% of the combined entity - signals minimal valuation of Avalon's existing operations and indicates a fundamental shift rather than strategic integration.
YOOV's financial trajectory appears promising, with
For existing Avalon shareholders, this transaction represents a mixed proposition. While they maintain a Nasdaq-listed position with exposure to the high-growth AI sector, the extreme dilution means they capture minimal upside from YOOV's future performance. The deal structure suggests Avalon's board viewed this option as preferable to continuing its current business trajectory independently.
Investors should note that the financial figures remain unaudited and subject to potential adjustment during the formal audit process. The transaction timeline extending to Q3 2025 indicates substantial regulatory review remains ahead.
YOOV's AIaaS (Artificial Intelligence as a Service) platform represents the increasingly valuable enterprise AI automation segment focused on workflow optimization. Their rapid revenue growth - from
Particularly noteworthy is YOOV's transition to profitability, achieving
YOOV's platform emphasis on scalability and flexibility aligns with current enterprise demands for customizable AI solutions that can be tailored to specific operational requirements. Their focus on making AI accessible to businesses of all sizes positions them within the growing democratization of AI capabilities beyond just large enterprises.
The merger provides YOOV with public market access and potentially greater capital resources to accelerate their technology development and market expansion. This could prove timely as competition intensifies in the business AI automation space, where first-mover advantages and technological differentiation remain critical success factors.
For the combined entity, the challenge will be maintaining YOOV's growth momentum through the lengthy merger process while effectively managing the transition from Avalon's previous diagnostic focus to an entirely different business and technology domain.
YOOV Achieves
Upon Consummation of the Merger, Pending Nasdaq Approval, the New Combined Company is Expected to Trade Under the Nasdaq Symbol “YOOV”
FREEHOLD, N.J., March 10, 2025 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products, announced today that it has entered into a definitive merger agreement with YOOV Group Holding Limited (“YOOV”), a leading provider of business artificial intelligence (“AI”) automation solutions. Under the agreement, YOOV will merge with and into Avalon (the “Proposed Merger”). The combined company is expected to operate under the name YOOV, Inc. and expected to continue trading on The Nasdaq Capital Market under the symbol “YOOV”. The transaction is expected to close in the third quarter of 2025. The completion of the Proposed Merger is subject to several conditions, including the approval of the stockholders of Avalon.
YOOV’s highly advanced AIaaS (Artificial Intelligence as a Service) platform is transforming enterprise workflow management, communication, and operational efficiency. The company’s proprietary AIaaS platform makes AI accessible and empowers businesses of all sizes to streamline processes, optimize resources, and improve productivity through intelligent automation. With a strong emphasis on scalability and flexibility, YOOV enables businesses to adapt their platforms to their specific needs, thereby maximizing the impact of automation across various sectors.
Driven by increasing demand for AI-powered business automation, YOOV had unaudited revenue of
Dr. David Jin, M.D., Ph.D., CEO of Avalon GloboCare, stated, “We believe this transaction is in the best interest of our shareholders, providing a unique opportunity to unlock value and participate in the future of AI-driven automation. We believe that YOOV’s advanced AI technology, strong market presence, and rapid growth trajectory represent a compelling market opportunity. We believe this merger has the potential to drive innovation, scalability, and long-term shareholder value."
Phil Wong, Co-Founder and CEO of YOOV, commented, “We believe this merger will provide us with a foundation to accelerate our growth, extend our impact across industries, and strengthen our ability to drive innovation. We look forward to leveraging this opportunity to create lasting value for our respective businesses and shareholders.”
About the Proposed Transaction, Management & Organization
Under the terms of the merger agreement, subject to stockholder approval, on a pro forma basis, post-merger Avalon equityholders are expected to collectively own between approximately
The merger agreement has been approved by the boards of directors of both companies and is subject to stockholder approval of both companies and other customary closing conditions. The proposed merger is expected to close in the third quarter of 2025.
Following the merger, Phil Wong will become Chairman, Chief Executive Officer, and President. The merger agreement provides that the board of directors of the combined company will be composed of seven members, with five members initially designated by YOOV and two members initially designated by Avalon.
Roth Capital Partners acted as the exclusive financial advisor to Avalon in connection with the merger.
For further information regarding the terms and conditions contained in the Merger Agreement, please see Avalon’s current report on Form 8-K, which was filed with the U.S. Securities and Exchange Commission in connection with the Proposed Merger.
The financial information contained in this press release is unaudited and is based on preliminary internal data of YOOV. In addition, the information for the fiscal years ended March 31, 2023, and March 31, 2024, is subject to completion of YOOV’s audit. This financial information is subject to change and may differ from the final audited financial statements. Avalon and YOOV do not undertake any obligation to update this information, except as required by applicable law. Readers are cautioned not to place undue reliance on this unaudited financial information, as it may not provide a complete or accurate picture of YOOV’s financial condition or results of operations.
About YOOV Group Holding
YOOV is an Artificial Intelligence (AI) as a Service (AIaaS) platform specializing in intelligent business automation, integrating AI, process and data into one platform to make business operations easy, efficient, and effortless. YOOV empowers businesses of all sizes to use AI without the need for extensive resources or technical expertise. By seamlessly integrating robotic process automation (RPA) with advanced AI capabilities, YOOV delivers versatile solutions tailored to meet the diverse needs of various industries. Over the years, YOOV has been growing rapidly with a strong global presence.
Beyond its core AI automation solutions, YOOV extends its offerings into financial and insurance services through its subsidiaries, YOOV Capital Limited and YOOV Insurance Services Limited. These subsidiaries leverage YOOV’s commercial data insights to provide credit evaluation and insurance brokerage services, further enhancing the YOOV ecosystem and delivering added value to clients.
For more information about YOOV, please visit www.yoov.com.
About Avalon GloboCare Corp.
Avalon GloboCare Corp. (NASDAQ: ALBT) is a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products. Avalon is currently marketing the Keto Air breathalyzer device and plans to develop additional diagnostic uses of the breathalyzer technology. In addition, the company owns and operates commercial real estate. For more information about Avalon GloboCare, please visit www.avalon-globocare.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Additional Information About the Proposed Merger for Investors and Shareholders
In connection with the Proposed Merger, Avalon will file a Registration Statement on Form S-4, which will include a document that serves as a prospectus and proxy statement of Avalon (the “proxy statement/prospectus”), and Avalon will file other documents regarding the Proposed Merger with the SEC. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to Avalon’s stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that Avalon communicates with investors and the public using its website (https://www.avalon-globocare.com), the investor relations website (https://www.avalon-globocare.com/investors) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Avalon with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Merger.
Participants in the Solicitation
Avalon, YOOV and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Avalon and YOOV stockholders in respect of the Proposed Merger. Information about Avalon’s directors and executive officers is available in Avalon’s Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 15, 2024. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Avalon as indicated above.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions. These statements are only predictions. Avalon and YOOV have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Avalon’s and YOOV’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the Proposed Merger are not satisfied, including the failure to obtain stockholder approval for the Proposed Merger; (ii) uncertainties as to the timing of the consummation of the Proposed Merger and the ability of each of Avalon and YOOV to consummate the transactions contemplated by the Proposed Merger; (iii) risks related to Avalon’s and YOOV’s ability to correctly estimate their respective operating expenses and expenses associated with the Proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Proposed Merger by either Avalon or YOOV; (v) the effect of the announcement or pendency of the Proposed Merger on Avalon’s or YOOV’s business relationships, operating results and business generally; (vi) costs related to the Proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Avalon, YOOV, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (viii) the ability of Avalon or YOOV to protect their respective intellectual property rights; (ix) competitive responses to the Proposed Merger; (x) unexpected costs, charges or expenses resulting from the Proposed Merger; (xi) whether the combined business of YOOV and Avalon will be successful; (xii) legislative, regulatory, political and economic developments; and (xiii) additional risks described in the “Risk Factors” section of Avalon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. filed with the SEC and in subsequent filings with the SEC. Additional assumptions, risks and uncertainties are described in detail in Avalon’s registration statements, reports and other filings with the SEC, which are available on Avalon’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Avalon nor YOOV can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Avalon and YOOV undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Contact Information:
Avalon GloboCare Corp.
4400 Route 9, Suite 3100
Freehold, NJ 07728
PR@Avalon-GloboCare.com
Investor Relations:
Crescendo Communications, LLC
Tel: (212) 671-1020 Ext. 304
albt@crescendo-ir.com
FAQ
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