NEW
YORK, Feb. 16, 2023 /PRNewswire/
-- NewGenIvf Limited ("NewGen" or the "Company"), a
full-service fertility services provider in Asia that aids couples and individuals,
regardless of fertility challenges, to build families and to
increase their access to infertility treatment, and A SPAC I
Acquisition Corp. (Nasdaq: ASCA) ("A SPAC I"), a publicly traded
special purpose acquisition company, today announced that they have
entered into a definitive merger agreement for a business
combination of A SPAC I and the Company (the "Transaction"). As a
result of the Transaction, the combined company is expected to be
renamed First Fertility Group Ltd. and remain a publicly listed
company on the Nasdaq Stock Market.
NewGen and A SPAC I Highlights
NewGen is a family of fertility clinics serving patients
primarily from Southeast Asia.
NewGen currently provides fertility services across three
jurisdictions, namely Thailand,
Cambodia and Kyrgyzstan. Upon closing, the Transaction will
position NewGen to further expand its network and services and to
better serve its community by providing increasingly comfortable,
personalized and sophisticated services.
A SPAC I believes that the Transaction with NewGen presents an
opportunity to invest in a promising company in a fast-growing
market. A SPAC I's management and directors come from
backgrounds ranging from veterans in the finance sector with over
two decades of experience as well as entrepreneurs with extensive
experience with business development, strategic management, risk,
investment, finance and marketing in various countries across
Asia.
Management and Governance
Following the close of the Transaction, the combined company
will continue to be led by Mr. Siu Wing
Fung Alfred as Chairman and founder and Ms. Tina Fong as Director and co-founder of NewGen.
Mr. Siu is a passionate entrepreneur and leader in the fertility
industry. He graduated from Stanford
University with a Bachelor's and Master's degrees, after
which he established and led a business through its initial public
offering on the Hong Kong Stock Exchange. He is supported by Ms.
Fong, who co-founded NewGen and is actively involved in the
oversight of the business units in Thailand and is a board of director of First
Fertility PGS Center Ltd.
"We are so pleased to have entered into an agreement to merge
with A SPAC I Acquisition Corp. We believe that this is an
important milestone as we strive to become the leading fertility
service provider in Southeast Asia
within the next five years," said Chairman Siu.
"Since 2010, NewGen has been helping families in the populous
Southeast Asian countries through their journeys towards
pregnancies and building families."
"We expect that recent trends will lead to an increasing demand
for fertility services. This makes it an ideal time for NewGen to
go public, especially with lifted travel restrictions in a
post-COVID world, which will allow us to assist families across
Asia. A Nasdaq listing could help
strengthen our brand and propel our growth in the region."
Claudius Tsang, CEO, CFO and
Chairman of A SPAC I, stated, "The fertility space has attracted
tremendous attention in recent years, and we believe that NewGen's
potential will propel it into the limelight in the sector. It is
our privilege to embark on this journey with an experienced and
visionary management team led by Chairman Siu."
Transaction Overview
The Transaction values NewGen at an implied enterprise value of
approximately $50 million.
The NewGen and A SPAC I Boards of Directors have unanimously
approved the proposed Transaction, which is expected to be
completed in the third quarter of 2023, subject to, among other
things, regulatory approvals, the approval by A SPAC I's
shareholders of the Transaction and satisfaction or waiver of other
customary closing conditions.
Additional information about the proposed Transaction, including
copies of the merger agreement and related agreements, will be
provided in a Current Report on Form 8-K to be filed by A SPAC I
with the Securities and Exchange Commission (the "SEC") and
available at www.sec.gov. A SPAC I intends to file a registration
statement, which will contain a proxy statement and a prospectus,
with the SEC in connection with the Transaction.
Advisors
Jun He Law Offices is serving as legal advisor to NewGen in
connection with the Transaction.
Loeb & Loeb LLP, Haiwen & Partners, DFDL (Thailand) Limited, Kalikova & Associates
law firm and Ogier are serving as legal advisors to A SPAC I in
connection with the Transaction.
About NewGen
NewGen Group and its management have over a decade of experience
in the fertility industry. With a mission to aid couples and
individuals, regardless of fertility challenges, to build families
and to increase their access to infertility treatment. NewGen has
dedicated itself to providing comprehensive fertility services for
its customers. 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 A SPAC I Acquisition Corp.
A SPAC I Acquisition Corp. is a blank check company sponsored by
A SPAC (Holdings) Acquisition Corp., a British Virgin Islands company, and formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, projections of
market opportunity and expectations, the estimated implied
enterprise value of the combined company, NewGen's ability to scale
and grow its business, the advantages and expected growth of the
combined company, the combined company's ability to source and
retain talent, the cash position of the combined company following
closing of the Transaction, A SPAC I's and NewGen's ability to
consummate the Transaction, and expectations related to the terms
and timing of the Transaction, as applicable. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of A SPAC I's and
NewGen's management and are not predictions of actual
performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve, and must not be relied
on by any investor, as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of A SPAC I and NewGen. These forward-looking
statements are subject to a number of risks and uncertainties,
including the ability of A SPAC I and NewGen to successfully or
timely consummate the proposed Transaction, including the risk that
any regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed
Transaction or approval of the shareholders of A SPAC I or NewGen;
failure to realize the anticipated benefits of the proposed
Transaction; the combined company's ability to execute on its
business model, potential business expansion opportunities and
growth strategies, retain and expand customers' use of its services
and attract new customers, and source and maintain talent; risks
relating to the combined company's sources of cash and cash
resources; risks relating to NewGen's business; risks related to
legal environment affecting fertility treatments in different
jurisdictions; risks relating to A SPAC I's and the combined
company's vulnerability to security breaches; risks relating to the
combined company's ability to manage future growth; the effects of
competition on the combined company's future business; the amount
of redemption requests made by A SPAC I's public shareholders; the
ability of A SPAC I or the combined company to issue equity or
equity-linked securities in connection with the proposed
Transaction or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries involving the parties to the Transaction; the impact
of the COVID-19 pandemic on NewGen's or the combined company's
business and the global economy; and those factors discussed in A
SPAC I's final prospectus related to its initial public offering
dated February 14, 2022, under the
heading "Risk Factors," in A SPAC I's Quarterly Report on Form 10-Q
for the quarter ended September 30,
2022 under the heading "Risk Factors" filed with the SEC on
November 9, 2022 and other documents
filed, or to be filed, by A SPAC I with the SEC. If any of these
risks materializes or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither A SPAC I nor NewGen presently knows or that A SPAC I and
NewGen currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect A SPAC I's and NewGen's expectations, plans or forecasts of
future events and views as of the date of this press release. A
SPAC I and NewGen anticipate that subsequent events and
developments will cause A SPAC I's and NewGen's assessments to
change. However, while A SPAC I and NewGen may elect to update
these forward-looking statements at some point in the future, A
SPAC I and NewGen specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing A SPAC I's and NewGen's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information About the Proposed Transaction and
Where to Find It
The proposed Transaction will be submitted to shareholders of A
SPAC I for their consideration and approval. A SPAC I's subsidiary
intends to file a registration statement (the "Registration
Statement") with the SEC which will include preliminary and
definitive proxy statements to be distributed to A SPAC I's
shareholders in connection with A SPAC I's solicitation for proxies
for the vote by A SPAC I's shareholders in connection with the
proposed Transaction and other matters as described in the
Registration Statement, as well as a prospectus relating to the
offer of the securities to be issued to NewGen's shareholders in
connection with the completion of the proposed Transaction. After
the Registration Statement is filed and declared effective, A SPAC
I will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for
voting on the proposed Transaction. A SPAC I's shareholders and
other interested persons are advised to read, once available, the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with A SPAC I's solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed Transaction, because these documents will contain
important information about A SPAC I, NewGen and the proposed
Transaction. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed Transaction and
other documents filed with the SEC by A SPAC I, without charge, at
the SEC's website located at www.sec.gov or by directing a request
to A SPAC I.
Participants in the Solicitation
A SPAC I, NewGen, and their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from A SPAC I's shareholders in connection with the
proposed Transaction. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of A
SPAC I's shareholders in connection with the proposed Transaction
will be set forth in the proxy statement/prospectus to be filed
with the SEC in connection with the Transaction. You can find more
information about A SPAC I's directors and executive officers in A
SPAC I's final prospectus related to its initial public offering
dated February 14, 2022. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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SOURCE A SPAC I Acquisition Corp.