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.
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