NewGenIvf Group (NASDAQ:NIVF) shares are surging premarket on Wednesday. The company disclosed that it has entered into a binding term sheet for the previously disclosed reverse merger with European Wellness Investment Holdings Limited (EWIHL).

As per the deal, NewGen plans to issue 141.25 million ordinary shares to the shareholders of EWIHL (or its associates) in exchange for 100% equity interest in EWIHL.

The shares will be issued at a deemed price of $3.20 each, totaling $452 million.

Upon completion of the proposed transaction, EWIHL shareholders are expected to hold approximately 61.6% of NewGen's equity. The company plans to provide further details once a definitive agreement is executed.

The transaction's completion is contingent upon due diligence, obtaining approval from both the board and stockholders and other necessary conditions.

Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, said, "While we previously explored various alternatives, our ongoing engagement with EWIHL has consistently shown the strongest strategic alignment and potential for value creation. The signing of this binding term sheet demonstrates the progress we've made in our negotiations and provides us with a clear path to definitive agreements."

Last month, the company inked a binding term sheet with White Lion Capital for a $100 million equity line of credit, expandable to $500 million.

Price Action: NIVF shares are up 38.4% at $0.5410 premarket at the last check Wednesday.

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