Wednesday, March 31, 2021

Oh, there was an acquisition...and a spinoff

 So I just shared today's Buzztime news on Facebook, but since I never bothered to create an Empoprise-NTN page, I had to share it to my Empoprise-BI page. 

But before I get to today's Buzztime news, I guess I should look at the Buzztime news from a couple of weeks ago. I had missed this press release from March 15.

CARLSBAD, Calif., March 15, 2021 /PRNewswire/ -- NTN Buzztime, Inc. (NYSE American: NTN) today announced that its stockholders have approved the proposed merger between NTN and Brooklyn ImmunoTherapeutics LLC. The proposed merger remains subject to further customary closing conditions and regulatory approvals. NTN expects that the merger will close in the next two weeks.

Um...Brooklyn ImmunoTherapeutics? That sounds kind of...out there. But wait, there's more!

NTN reported that at the meeting, the following proposals were approved...Proposal 5, authorizing an amendment to NTN's certificate of incorporation to change NTN's corporate name to Brooklyn ImmunoTherapeutics, Inc. upon the closing of the merger...

OK, now this is getting really weird. I know that COVID has forced some increased safety concerns in restaurants and bars, but I wouldn't think that I'd need immunotherapeutic technology to play a trivia game.

But as I continued to read the press release, things cleared up significantly. allow the combined company following the closing of the merger to focus its resources on Brooklyn's business, as soon as possible following the completion of the merger, the parties intend to consummate the asset sale to Holdings LLC. As stated in the proxy statement/prospectus/consent solicitation statement distributed in connection with the special meeting, as of immediately following the closing of the merger, the assets related to NTN's historical business are not expected to constitute all or substantially all of the combined company's assets. Accordingly, following the completion of the merger, all of the assets related to NTN's historical business may be sold without stockholder approval under Delaware law, including to Holdings LLC under the asset purchase agreement.

Ah, that explains it. Apparently Brooklyn ImmunoTherapeutics needed something that NTN had, probably its stock exchange access (for what it's worth, which isn't much), and so the best way to do this was for NTN to be acquired, and then for NTN to sell its historical business to someone else.

Which leads me to today's announcement that Buzztime posted on Facebook:

Dear Buzztime Fan,

After three decades of following the company and being a loyal player, I am excited to announce that I just bought Buzztime and am now the company’s Executive Chairman.

The timing is right as I believe there is tremendous opportunity to build on the rich history of Buzztime, the pioneer of in-venue entertainment. As Buzztime begins its next chapter, I am honored to stand on the shoulders of game development giants who made this great company a household name.

Buzztime is exactly what many people want right now. For a variety of reasons, we’re all pining to get out of our homes and bond with people we know – and people we want to know – over a fun experience.

We aim to give you that experience along with surprises that we have in store through my company The talented indie developers of create unique games I can’t wait for you to play.

Now, the exceptional teams at Buzztime and have come together with one goal: create the ultimate social gaming experience for you. I’ll share more about our strategy for accomplishing this soon.

For now, I want to hear from you!

If we could meet up at the bar of your favorite Buzztime location, what would you tell me? What constructive criticism do you have? What do you love about Buzztime? Do you have a new idea to share? Post it here or send me a DM if you prefer.


-Aram Fuchs

What this combination between eGames and the historical Buzztime will mean is yet to be determined. 

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