NewGenIVF Announces Termination of Proposed Reverse Merger Transaction with European Wellness

Rhea-AI Summary

NewGenIvf Group (NASDAQ: NIVF) has announced the termination of its previously announced reverse merger transaction with European Wellness Investment Holdings (EWIHL). The merger, announced on December 11, 2024, would have given EWIHL approximately 61.6% equity in NewGen.

The termination occurred because EWIHL failed to deliver required draft audited financial statements for 2023 and 2024 by the March 31, 2025 deadline. Per the binding term sheet terms, NewGen exercised its right to terminate the transaction at no cost.

Despite this development, NewGen's CEO Siu Wing Fung Alfred expressed confidence in the company's future, highlighting growth opportunities in existing business lines, including their recent Microsort acquisition and lifetime egg-freezing service. The company remains open to strategic alternatives aligned with their long-term objectives.

Positive

• No financial penalty for terminating the merger agreement
• Company maintains full control of its operations without dilution
• Recent Microsort acquisition and egg-freezing service show business expansion

Negative

• Loss of potential business synergies from the merger
• Failed strategic expansion opportunity
• Time and resources spent on unsuccessful merger process

Insights

Financial Analyst

NewGenIVF's termination of its proposed reverse merger with European Wellness represents a significant strategic pivot. The deal would have resulted in European Wellness acquiring 61.6% ownership of NewGenIVF—effectively transferring control of the company. The termination occurred because European Wellness failed to deliver required audited financial statements by the March 31 deadline.

This development has mixed implications for investors. The termination prevents significant ownership dilution and protects NewGenIVF from a partner that couldn't meet basic financial disclosure requirements—a potential red flag about European Wellness's financial condition or transparency. The company's emphasis on a "no cost" termination indicates management had properly protected shareholder interests in the contract structure.

However, the strategic benefits that motivated the original agreement—likely including capital infusion, expanded market access, and operational synergies—are now off the table. The CEO's statement focuses on existing initiatives like their Microsort acquisition and lifetime egg-freezing service but provides no specific growth metrics or financial projections to replace the growth narrative the merger represented.

The company's willingness to initially cede majority control raises questions about challenges in their standalone business model and potential capital requirements. The vague mention of "remaining open to strategic alternatives" suggests continued uncertainty about NewGenIVF's long-term strategic direction. Without details on the company's capital position or growth trajectory as a standalone entity, investors face increased uncertainty about future prospects.

BANGKOK, March 31, 2025 (GLOBE NEWSWIRE) -- NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”), a comprehensive fertility services provider in Asia helping couples and individuals obtain access to fertility treatments, today announced that it has terminated the binding term sheet with healthcare company European Wellness Investment Holdings Limited (“EWIHL”) regarding their previously announced reverse merger transaction.

On December 11, 2024, the Company announced its entry into a binding term sheet with EWIHL for a reverse merger, in which EWIHL would on completion hold approximately 61.6% of the Company’s equity (the “EWIHL Proposed Transaction"). The completion of the EWIHL Proposed Transaction was subject to, among other matters, the completion of due diligence, the delivery of draft audited financials for the years ending 2023 and 2024 (the “Draft Financials”) of EWIHL by March 31, 2025, and the negotiation of a definitive agreement. As of the March 31 deadline, EWIHL had not delivered the required draft audited financial statements. Consequently, in accordance with the terms of the binding term sheet, the Company has exercised its right to terminate the proposed transaction at no cost to the Company.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented, “While the proposed transaction with EWIHL will not move forward as planned, we remain confident in our ability to drive success through other avenues in the market. Throughout this process, our management team has remained focused on executing our core business strategy and exploring various opportunities to create shareholder value. We continue to see promising growth prospects in our existing business lines, including our recent Microsort acquisition and our lifetime egg-freezing service, and we remain open to strategic alternatives that align with our long-term vision and objectives."

About NewGen
NewGen is a comprehensive fertility services provider in Asia helping couples and individuals obtain access to fertility treatments. With a mission to aid couples and individuals in building families regardless of fertility challenges, NewGen has dedicated itself to creating increased access to infertility treatment and providing comprehensive fertility services for its customers. NewGen’s management team collectively has over a decade of experience in the fertility industry. NewGen’s clinics are located in Thailand, Cambodia, and Kyrgyzstan, and present a full suite of services for its patients, including comprehensive infertility and assisted reproductive technology treatments, egg and sperm donation, and surrogacy, in the appropriate jurisdictions, respectively. To learn more, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company’s future commercial operations, business strategy, and financial condition. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify and realize additional business, investment or acquisition opportunities, the Company’s inability to realize synergies between partners or collaborators, or changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s annual report on Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com

FAQ

Why did NewGenIVF (NIVF) terminate the reverse merger with European Wellness?

NIVF terminated the merger because European Wellness failed to deliver required draft audited financial statements for 2023 and 2024 by the March 31, 2025 deadline.

What percentage of NIVF would European Wellness have owned after the merger?

European Wellness would have held approximately 61.6% of NewGenIVF's equity upon completion of the reverse merger.

When was the original reverse merger agreement between NIVF and European Wellness announced?

The binding term sheet for the reverse merger was announced on December 11, 2024.

What are NIVF's alternative growth strategies after the merger termination?

NIVF is focusing on growth through existing business lines, including their Microsort acquisition and lifetime egg-freezing service, while remaining open to strategic alternatives.