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NewGenIVF Announces Termination of Proposed Reverse Merger Transaction with European Wellness

1. NewGenIvf terminates merger with EWIHL due to unmet financial obligations. 2. Termination of the merger incurs no costs for NewGenIvf. 3. CEO expresses confidence in driving success through existing business strategies. 4. Recent acquisitions and services show promising growth potential for NewGenIvf. 5. Company remains open to strategic alternatives aligning with long-term objectives.

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FAQ

Why Neutral?

The termination of the EWIHL merger, while disappointing, is not financially harmful. Historically, similar announcements lead to temporary volatility but stabilize quickly.

How important is it?

The termination of the merger directly impacts investor sentiment and strategic direction, though the company has alternative plans.

Why Short Term?

The market may react immediately to the news, but focusing on core operations will stabilize sentiment over time. Historical examples show short-term reactions to merger news lead to reestablishment of value based on operational performance.

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EWIHLFERTIVFG
March 31, 2025 09:09 ET  | Source: NewGenIvf Limited 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 NewGenNewGen 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 StatementsThis 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 ContactICR, LLCRobin YangPhone: +1 (212) 537-4406Email: Newgenivf.IR@icrinc.com

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