NewGenIvf Group (NIVF) has entered into a binding term sheet regarding the previously announced proposed reverse merger with healthcare company European Wellness Investment Holdings Limited. Pursuant to the Term Sheet, it is proposed that NewGen issue 141,250,000 of its ordinary shares to the shareholder of EWIHL or its associate in exchange for 100% equity interest of EWIHL, at a deemed price per share of $3.20, representing an aggregate amount of $452,000,000. Following completion of the Proposed Transaction, EWIHL Shareholders are expected to hold approximately 61.6% equity interest in NewGen. The Company expects to announce additional details regarding the Proposed Transaction when a definitive agreement is executed. The completion of the Proposed Transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement, obtaining adequate financing, satisfaction of the conditions negotiated therein, and approval of the Proposed Transaction by the board and stockholders, as and when applicable. There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.
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