CARLSBAD, Calif., Sept. 18, 2020 /PRNewswire/ -- NTN Buzztime,
Inc. (NYSE American: NTN) signed a definitive asset purchase
agreement to sell its social entertainment, customer engagement,
and advertising technology assets to eGames.com Holdings LLC
(eGames.com) for $2.0 million in
cash. The proposed transaction is expected to close in the fourth
quarter of 2020 subject to the satisfaction or waiver
of closing conditions in the purchase
agreement.
eGames.com is a game publishing business. Founder Aram Fuchs said, "Close to 30 years ago, I saw
Buzztime for the first time. As a hedge fund analyst and gaming
aficionado, I was excited by Buzztime's prospects. Since,
Buzztime has built a formidable, loyal player network with its
engaging entertainment offerings, including trivia, sports, card
and arcade games. I am ecstatic to join the team now and intend to
leverage the talents of eGames.com's network of independent game
developers to help realize Buzztime's full potential. Further, we
expect to generate synergies to grow Buzztime's out-of-home
advertising network organically and with eGames.com's
assets."
"For over 35 years, Buzztime has amassed a loyal player and
customer base and more recently expanded its offering with
effective out-of-home advertising," said Allen Wolff, CEO of NTN Buzztime. "We
believe that this asset sale will generate benefits for various
stakeholders. By selling our game network, we will preserve our
compelling in-venue experience that engages patrons for Buzztime
customer venues. The cash purchase price we will receive will
strengthen our balance sheet and improve our stockholders' position
with respect to the previously announced proposed reverse merger
with Brooklyn Immunotherapeutics LLC."
Transaction Details
In consideration for the purchase
of the assets, at the closing of the proposed transaction,
eGames.com will pay $2.0 million
in cash to Buzztime and will assume certain of Buzztime's other
liabilities necessary to operate the business. On the date the
parties entered into the asset purchase agreement, an affiliate of
eGames.com loaned $1,000,000 to
Buzztime, which will be applied toward the purchase price at the
closing of the asset sale.
The closing of the asset sale is subject to the satisfaction or
waiver of certain customary closing conditions, including Buzztime
obtaining, as required by Delaware
law, stockholder approval of the asset sale. As Buzztime previously
announced, on August 12, 2020,
Buzztime signed an agreement and plan of merger and reorganization
with Brooklyn Immunotherapeutics LLC (Brooklyn) regarding a proposed reverse merger
transaction (merger). At that time, Buzztime also announced that it
was continuing to explore the sale of substantially all of the
assets relating to its current business to provide additional
capital and allow the company following the closing of the merger,
if it closes, to be in a position to focus exclusively on
Brooklyn's business. The proposed
asset sale transaction with eGames.com is the result of that
process.
Upon completion of the proposed asset sale, Buzztime's Chief
Executive Officer Allen Wolff will
be appointed as Chief Executive Officer of eGames.com.
A more complete description of the terms of and conditions of
the proposed asset sale transaction will be included in a current
report on Form 8-K to be filed by Buzztime with the U.S. Securities
and Exchange Commission (SEC) on or about September 21, 2020. A copy of the asset purchase
agreement will be an exhibit to that Form 8-K. All parties desiring
details regarding the terms and conditions of the proposed asset
sale transaction are urged to review that Form 8-K, and the
exhibits attached thereto, which will be available at the SEC's
website at www.sec.gov.
About Buzztime
NTN Buzztime, Inc., currently listed on
NYSE American Exchange listed under ticker NTN, delivers
interactive entertainment and innovative technology that helps its
customers acquire, engage and retain its patrons. The company's
tablets, mobile app and technology offer engaging solutions to
establishments that have guests who experience dwell time, such as
in bars, restaurants, casinos and senior living centers. For more
information, please visit http://www.buzztime.com or
follow us on Facebook or Twitter@buzztime.
Additional Information and Where to Find It
In
connection with the proposed merger and asset sale, Buzztime
intends to file relevant materials with the SEC, including a
registration statement on Form S-4 that will contain a proxy
statement and a prospectus of Buzztime, which joint proxy
statement/prospectus/consent solicitation statement will be mailed
or otherwise disseminated to Buzztime stockholders and to the
beneficial holders of Brooklyn's
Class A membership units if and when it becomes available.
INVESTORS AND SECURITY HOLDERS OF BUZZTIME AND BROOKLYN ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUZZTIME,
BROOKLYN, THE PROPOSED MERGER AND
ASSET SALE, AND RELATED MATTERS. The joint proxy
statement/prospectus/consent solicitation statement and other
relevant materials (when they become available) and any other
documents filed by Buzztime with the SEC, may be obtained free of
charge at the SEC website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by Buzztime by directing a written
request to: NTN Buzztime, Inc, 6965 El Camino Real, Suite 105-Box
517, Carlsbad, California 92009.
Investors and security holders are urged to read the joint proxy
statement/prospectus/consent solicitation statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed merger
and asset sale.
Participants in the Solicitation
Buzztime and its
directors, executive officers and certain other members of
management and employees, Brooklyn
and its managers and officers, and eGames.com and its managers
and officers may, under SEC rules, be deemed to be participants in
the solicitation of proxies from the stockholders of Buzztime with
respect to the proposed merger and asset sale and related matters.
Information about the directors and executive officers of Buzztime,
including their ownership of shares of common stock is set forth in
Buzztime's Annual Report on Form 10-K for the year ended
December 31, 2019 and Amendment No. 1
thereto, which were filed with the SEC on March 19, 2020 and April
27, 2020, respectively. Additional information regarding the
persons or entities who may be deemed participants in the
solicitation of proxies from Buzztime stockholders, including a
description of their interests in the proposed merger and asset
sale, by security holdings or otherwise, will be included in the
joint proxy statement/prospectus/consent solicitation statement and
other relevant documents to be filed with the SEC when they become
available. As described above, these documents will be available
free of charge at the SEC's website or by directing a written
request to Buzztime. Neither the managers or officers of
Brooklyn nor the managers or
officers of eGames.com currently hold any interests, by security
holdings or otherwise, in Buzztime.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to
be covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are any
statements that are not statements of historical fact and may be
identified by terminology such as "expect," "intend," "plan,"
"believe," "anticipate," "may," "will," "would," "should," "could,"
"contemplate," "estimate," "predict," "potential" or "continue," or
the negative of these terms or other similar words. These
forward-looking statements include, but are not limited to,
statements concerning: the completion of the proposed asset sale
and merger and the anticipated timing thereof, the benefits of the
asset sale for Buzztime's stockholders and other stakeholders, and
potential management changes following the asset sale.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not
guarantees of future performance.
Actual results could differ materially from those stated or
implied in any forward-looking statement as a result of various
factors, including, but not limited to: (i) risks that the
conditions to the closing of the proposed merger and/or asset sale
are not satisfied, including the failure of Buzztime and
Brooklyn to timely obtain the
requisite stockholder and member approvals for the merger and/or
asset sale and related matters, or to meet the net cash and
capitalization requirements under the merger agreement, as
applicable; (ii) uncertainties as to the timing of the consummation
of the proposed merger and asset sale and the ability of each party
to consummate the proposed merger and asset sale; (iii) risks
related to Buzztime's and Brooklyn's ability to manage their respective
operating expenses and its expenses associated with the proposed
merger and asset sale, as applicable, pending closing; (iv)
uncertainties related to the impact of the COVID-19 pandemic on the
business and financial condition of Buzztime and the ability of
Buzztime and Brooklyn to
consummate the merger and Buzztime and eGames.com to consummate the
asset sale; (v) Buzztime's ability to continue to operate as a
going concern if the proposed merger or asset sale is not
consummated in a timely manner, or at all; (vi) the outcome of any
legal proceedings that may be instituted against Buzztime,
Brooklyn or others related to the
merger agreement or the asset purchase agreement; (vii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of either or both of those
agreements; (viii) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed merger or asset sale; and (ix) those
risks and uncertainties discussed in Buzztime's reports filed with
the SEC, including its most recent Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as other documents that may be filed by Buzztime from time to
time with the SEC available at www.sec.gov.
You should not rely upon forward-looking statements as
predictions of future events. Buzztime cannot assure you that the
events and circumstances reflected in the forward-looking
statements will be achieved or occur, and actual results could
differ materially from those projected in the forward-looking
statements. The forward-looking statements made in this
communication speak only as of the date on which they were made.
Buzztime does not undertake any obligation to update the
forward-looking statements contained herein to reflect events that
occur or circumstances that exist after the date hereof, except as
may be required by applicable law or regulation.
Contacts
buzztime@lhai.com
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SOURCE NTN Buzztime, Inc.