BANGKOK, March 08, 2025 — NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”), a leading Asian fertility services provider, announced an update today regarding its proposed reverse merger with European Wellness Investment Holdings Limited (“EWIHL”), a healthcare firm, and the finalized acquisition of MicroSort Reproductive Technology.
The company initially announced a binding term sheet with EWIHL on December 11, 2024, outlining a reverse merger where EWIHL would possess roughly 61.6% of NewGen’s equity upon completion (the “EWIHL Proposed Transaction”). This transaction’s completion hinges on several factors, including satisfactory due diligence, submission of draft audited financial statements for 2023 and 2024 (“Draft Financials”) from EWIHL by March 31, 2025, and the execution of a definitive agreement. As of this release, EWIHL has not provided the Draft Financials, and crucial due diligence documents are still pending. Consequently, a definitive agreement concerning the EWIHL Proposed Transaction hasn’t been established. There’s no guarantee that the due diligence will meet the Company’s standards for a definitive agreement or that the Draft Financials will arrive by March 31, 2025. Should the Draft Financials remain undelivered by this date, NewGen reserves the right to terminate the term sheet without incurring any costs.
The acquisition of MicroSort Reproductive Technology was finalized on February 28, 2025. The initial definitive agreement was disclosed in a press release on January 21, 2025. The Company plans to explore further strategic acquisitions that support its long-term growth objectives. However, there is no certainty that the Company will find or complete such acquisitions on terms acceptable to the Company, or at all.
Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, stated, “We’ve been actively pursuing the proposed transaction with EWIHL, but key milestones, including the delivery of draft audited financials, are still outstanding as the March 31 deadline approaches. Our approach to this potential combination has been disciplined, with specific requirements to ensure it benefits our shareholders. If these requirements aren’t met by the deadline, we’re ready to terminate the term sheet without cost. Since September 24, we’ve transformed our financial position from a $7 million deficit to a surplus exceeding $10 million as of February 28, marking a $17 million net asset increase in five months. This improvement has increased our net asset value per share to $2.16 by the end of February. With only US$50,000 in debt, we are in a strong position to explore various strategic opportunities. We will continue to focus on our core business strategies and remain confident in our ability to achieve sustainable growth and shareholder value, irrespective of any single transaction.”
About NewGen
NewGen is a comprehensive fertility services provider in Asia, dedicated to helping couples and individuals access fertility treatments. Committed to assisting individuals in building families regardless of fertility challenges, NewGen focuses on improving access to infertility treatment and providing comprehensive fertility services. The management team at NewGen has over a decade of collective experience in the fertility sector. NewGen operates clinics in Thailand, Cambodia, and Kyrgyzstan, providing a complete range of services, including infertility and assisted reproductive technology treatments, egg and sperm donation, and surrogacy, where legally appropriate. For more information, visit . Note that the information on NewGen’s website is not part of this press release.
Forward-Looking Statements
This press release includes forward-looking statements protected by the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are generally identified by terms like “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements cover the Company’s future commercial activities, business strategy, and financial health. These statements are based on current expectations and assumptions, making them subject to risks and uncertainties. Various factors could significantly alter future events from the forward-looking statements in this release, such as the Company’s inability to execute its business plans, identify and capitalize on additional business, investment, or acquisition opportunities, the Company’s failure to meet financial projections, or changes in the regulatory or competitive landscape. Readers should carefully consider these factors and the risks detailed in the Company’s annual report on Form 20-F and other SEC filings, which may cause actual results to differ from those projected in the forward-looking statements. These documents are available on the SEC’s website, www.sec.gov. All information is current as of this press release date, and the Company is not obligated to update these statements unless required by law.
Investor Relations Contact
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Robin Yang
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