NewGenIvf Provides Update on Proposed Reverse Merger with European Wellness Holdings and Completion of Strategic Acquisition of MicroSort Reproductive Technology

Rhea-AI Summary

NewGenIvf Group (NASDAQ: NIVF) provided updates on two significant corporate developments. First, regarding its proposed reverse merger with European Wellness Investment Holdings (EWIHL), which would give EWIHL 61.6% equity stake, key conditions remain unmet including delivery of draft audited financials for 2023-2024 by March 31, 2025. If these conditions aren't met by the deadline, NewGen will terminate the term sheet at no cost.

Second, the company confirmed completion of its MicroSort Reproductive Technology acquisition on February 28, 2025. Notably, NewGen has improved its financial position, transforming from a $7 million deficit to a $10 million surplus between September 2024 and February 2025, achieving a $17 million net asset increase. The company reports a net asset value per share of $2.16 and only $50,000 in debt as of February 2025.

Positive

• Net asset increase of $17M in 5 months
• Strong financial position with $10M surplus
• Low debt level of only $50,000
• Net asset value per share of $2.16
• Completed strategic acquisition of MicroSort Technology

Negative

• EWIHL merger due diligence incomplete and key documents pending
• Risk of reverse merger termination if conditions not met by March 31
• Potential 61.6% dilution for current shareholders if merger completes

Insights

Financial Analyst

NewGenIvf's update reveals a mixed strategic position with significant developments requiring investor attention. The proposed reverse merger with European Wellness Investment Holdings (EWIHL) appears to be encountering material obstacles as EWIHL has failed to deliver required draft audited financials and key due diligence documents ahead of the March 31, 2025 deadline. Given that EWIHL would hold 61.6% of NewGen post-merger, this delay represents a substantial development.

The company's willingness to potentially terminate the term sheet suggests management is exercising appropriate caution regarding this major transaction. Of particular interest is NewGen's remarkably improved financial position, with a balance sheet transformation from a $7 million deficit to a $10+ million surplus in just five months, representing a $17 million net asset improvement. The current net asset value per share stands at $2.16 - notably above the current trading price of $1.49.

Meanwhile, NewGen has successfully completed its acquisition of MicroSort Reproductive Technology, an important strategic asset in the fertility services market. This acquisition strengthens NewGen's technological capabilities in reproductive services and potentially expands its market position in Asia.

The minimal debt position ($50,000) gives NewGen significant financial flexibility, providing a strong foundation from which to pursue additional strategic opportunities regardless of the EWIHL transaction outcome. While the merger uncertainty creates some short-term ambiguity, the company's improved financial position and completed MicroSort acquisition represent tangible progress in NewGen's growth strategy.

BANGKOK, March 08, 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 an update on its proposed reverse merger with healthcare company European Wellness Investment Holdings Limited (“EWIHL”) and its completion of its acquisition of MicroSort Reproductive Technology.

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 is 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 date of this press release, EWIHL has not delivered Draft Financials to the Company, and key due diligence documents remain pending. As such, the parties have yet to enter into a definitive agreement regarding the EWIHL Proposed Transaction. There can be no assurance that due diligence will be completed in a manner satisfactory to the Company for entry into definitive agreements, and the Draft Financials will be delivered by March 31, 2025. If the Draft Financials are not delivered by March 31, 2025, NewGen shall exercise its right to terminate the term sheet at no cost to the Company.

On February 28, 2025, the Company completed its acquisition of MicroSort Reproductive Technology. The Company’s entry into a definitive agreement to acquire the MicroSort Technology was previously announced in its press release dated January 21, 2025. The Company intends to continue to evaluate strategic acquisition opportunities that align with its long-term growth strategy. There can be no assurance, however, that the Company will identify or complete any such opportunities on terms acceptable to the Company or at all.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented, “While we have been diligently working toward the completion of the proposed transaction with EWIHL, certain key milestones in the process, including the delivery of draft audited financials, remain outstanding as we approach our March 31 deadline. We have maintained a disciplined approach to this potential combination, with clear requirements and conditions that must be met to ensure the transaction creates optimal value for our shareholders. Should these conditions not be satisfied by the deadline, we are prepared to exercise our right to terminate the term sheet at no cost to our company. Since September 24, we have successfully transformed our financial standing from a deficit of $7 million to a surplus of over $10 million as of February 28 this year, achieving a net asset increase of $17 million over the five-month period. This improvement has resulted in a net asset value per share of $2.16 at the end of February. With only US$50,000 debt on our balance sheet, this solid foundation allows us to explore multiple strategic opportunities from a position of strength. We will continue to execute on our core business initiatives going forward, and we remain confident in our ability to deliver sustainable growth and shareholder value, independent of any single transaction.”

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 meet or exceed its financial projections, 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

What is the current status of NewGenIvf's (NIVF) reverse merger with European Wellness Holdings?

The reverse merger is pending due to undelivered draft audited financials and incomplete due diligence. If conditions aren't met by March 31, 2025, NIVF will terminate the agreement.

How much equity would European Wellness Holdings own in NIVF after the proposed merger?

European Wellness Holdings would hold approximately 61.6% of NewGenIvf's equity upon completion of the reverse merger.

What is NewGenIvf's (NIVF) current financial position as of February 2025?

NIVF has a $10 million surplus, $2.16 net asset value per share, and only $50,000 in debt, improving from a $7 million deficit in September 2024.

When did NIVF complete the MicroSort Reproductive Technology acquisition?

NewGenIvf completed the acquisition of MicroSort Reproductive Technology on February 28, 2025.