NewGen Progresses Reverse Merger Plans with Engagement of Legal Teams and Updated Timeline

Rhea-AI Summary

NewGen (NASDAQ: NIVF) announced progress in its reverse merger with European Wellness Investment Holdings (EWIHL), including the appointment of legal teams to prepare the Share Purchase Agreement. The signing deadline has been extended from January 27, 2025, to February 28, 2025, allowing time for due diligence and NASDAQ compliance requirements.

The US$452 million transaction, valued at US$3.20 per share, follows a binding term sheet signed on December 11, 2024. The merger aims to combine NewGen's operations with EWIHL's expertise in regenerative medicine and stem cell therapies, led by Prof. Dato' Sri Dr. Mike K.S. Chan, who brings 39 years of experience and a global network of medical wellness centers.

Positive

• US$452 million transaction value at US$3.20 per share premium
• Strategic merger expected to enhance market visibility
• Transaction helps maintain Nasdaq listing status
• Access to EWIHL's global network of medical wellness centers
• Integration of regenerative medicine and stem cell therapy expertise

Negative

• Extended timeline for merger completion indicating potential delays
• Pending Nasdaq appeal hearing outcome uncertainty

Insights

Legal & M&A Expert

The engagement of legal teams and timeline extension for this $452 million reverse merger carries substantial implications. The revised February 28, 2025 deadline provides important additional time for comprehensive due diligence and NASDAQ compliance verification. The proposed share price of $3.20 represents a strategic valuation decision that could significantly impact NewGen's market position. A critical aspect is the merger's role in maintaining NASDAQ listing compliance ahead of the appeal hearing - this timing suggests a calculated move to strengthen the company's position. The transaction structure indicates careful consideration of regulatory requirements and shareholder interests. The merger's complexity and size necessitate meticulous legal preparation, making the extension a prudent decision rather than a concerning delay.

Healthcare Industry Analyst

This merger represents a strategic pivot into regenerative medicine and stem cell therapies, potentially transforming NewGen's market position in the healthcare sector. Dr. Chan's 39-year expertise and established global network of medical wellness centers could provide NewGen with immediate access to advanced healthcare technologies and an expanded international footprint. The integration of EWIHL's regenerative medicine capabilities with NewGen's existing fertility services suggests potential synergies in reproductive medicine and stem cell applications. This combination could create a more comprehensive healthcare platform, particularly valuable in the growing Asian healthcare market. The transaction's structure indicates a focus on maintaining operational continuity while expanding service offerings, which could lead to enhanced revenue streams and market differentiation.

BANGKOK, Dec. 23, 2024 (GLOBE NEWSWIRE) -- NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”) today announced that both parties involved in the previously announced reverse merger with European Wellness Investment Holdings Limited (“EWIHL”) have appointed legal counsel to prepare the Share Purchase Agreement (the “SPA”). Additionally, by mutual consent, the signing date for the SPA has been extended from January 27, 2025, to February 28, 2025. This extension will allow both parties sufficient time to complete the necessary due diligence, finalize the terms of the agreement, and ensure compliance with all relevant NASDAQ requirements for reverse mergers.

This significant step follows the Company's prior announcement of a binding term sheet on December 11, 2024, which marked a pivotal moment in the Company's strategic partnership with EWIHL. This collaboration aims to leverage synergies between both companies to enhance service delivery and expand market reach in the healthcare sector.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented: “We are excited about advancing this merger process as we continue building momentum toward completion. Engaging experienced legal counsel reflects our commitment to ensuring a seamless transaction process.”

“This reverse merger represents a US$452 million transaction at a deemed price of US$3.20 per share —a significant milestone that we believe will enhance market visibility while supporting our continued listing on the Nasdaq Global Market. Additionally, this transaction satisfies all requirements necessary for maintaining our listing status ahead of our Nasdaq appeal hearing.”

“This partnership under the leadership of Prof. Dato’ Sri Dr. Mike K.S. Chan, Chairman of EWIHL, positions us to leverage his 39 years of expertise in regenerative medicine and stem cell therapies. Dr. Chan has established a global network of medical wellness centers and is recognized as a leader in advancing innovative healthcare solutions. His expertise will be invaluable as we work together to drive growth and enhance value for our stakeholders.”

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.

About European Wellness Investment Holdings Limited
European Wellness Biomedical Group (EW Group) is an international multi-award-winning European group renowned for its pioneering developments in precursor stem cell therapeutics, immunomodulation, biological and synthetic peptides, nutraceuticals, cosmeceuticals and biological regenerative medicine.

EW Group controls 4 operating entities that solely sell their own products under flagship brands to B2B clients, B2C clients and online. These brand names include MF3, MF Plus, Lab RMS, Lab Dom, Celexgen Swiss and Revitalisation Swiss Cell and European Wellness. EW Group effectively controls these brands and other intellectual property and produces these products using third-party OEM manufacturers in Europe. These products collectively represent an innovative array of more than 150 biomolecular peptides, cell extracts and phyto products, nutraceuticals and skin care products.

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 opportunities, meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates, agree on definitive agreements with EWIHL, or realize the potential synergies from the transaction with EWIHL. 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 value of NewGen's (NIVF) reverse merger with European Wellness?

The reverse merger transaction is valued at US$452 million, with a deemed price of US$3.20 per share.

When is the new deadline for NewGen's (NIVF) Share Purchase Agreement signing?

The signing deadline has been extended to February 28, 2025, from the original date of January 27, 2025.

How will the NIVF reverse merger affect Nasdaq listing status?

The transaction is expected to help maintain NewGen's listing status on the Nasdaq Global Market ahead of their appeal hearing.

What strategic benefits will NewGen (NIVF) gain from the European Wellness merger?

The merger will provide access to EWIHL's global network of medical wellness centers and expertise in regenerative medicine and stem cell therapies.

When was the binding term sheet for NIVF's reverse merger signed?

The binding term sheet was signed on December 11, 2024.