CARLSBAD, Calif., March 8, 2021 /PRNewswire/ -- NTN Buzztime, Inc.
(NYSE American: NTN) today announced that leading independent proxy
advisory firm Institutional Shareholder Services, Inc. ("ISS")
recommends that NTN stockholders vote "FOR" ALL PROPOSALS to be
considered and voted on at the March 15,
2021 special meeting of stockholders, all of which relate to
the proposed merger involving NTN and Brooklyn ImmunoTherapeutics
LLC ("Brooklyn") and the proposed
sale of NTN's assets to eGames.com Holdings LLC ("eGames.com").
"We are very pleased that ISS supports our board's
recommendation that stockholders vote "FOR" the proposals related
to the merger and asset sale," said Allen
Wolff, NTN's chairman and chief executive officer. "We
are confident that these transactions are the best strategic option
for NTN and its stockholders, and are fair to, highly advisable and
in the best interest of NTN and its stockholders."
As previously announced, the NTN board of directors reiterates
the following:
- The negative impact of the COVID-19 pandemic on the
restaurant and bar industry was abrupt and substantial, and NTN's
business, cash flows from operations and liquidity has suffered,
and continues to suffer, materially as a result.
- The NTN business has been operating at a loss for months and
is projected to run out of cash in three weeks.
- NTN currently has no arrangements to raise the capital
required to continue operations past mid-March 2021, and no assurances can be given
that NTN will be able to raise such capital when needed, on
acceptable terms, or at all.
- If the proposed merger and/or asset sale are not completed
by mid-March 2021, then NTN will
likely have no choice but to pursue bankruptcy. In such event, NTN
stockholders will likely lose their entire investment in the
company.
- Following a 25 month strategic process, NTN board of
directors believes the proposed merger and asset sale are the best
deal for NTN stockholders.
- If the proposed merger is completed, then NTN's stockholders
will become stockholders of an exciting clinical-stage
biopharmaceutical company focused on exploring the role that
cytokine-based therapy can have on the immune system in treating
patients with cancer.
- Additionally, if the proposed asset sale is completed, then
NTN's stockholders will own a greater percentage of the combined
company than they would if the asset sale is not
completed.
The special meeting of stockholders will be held on March 15, 2021 at 9:00
a.m., Pacific Time, unless postponed or adjourned to a later
date or time. NTN stockholders of record as of the close of
business on February 8, 2021 are
entitled to vote at the special meeting, even if they have sold
their shares since that date. Additional details regarding
the proposals and the special meeting is available in the proxy
statement/prospectus/consent solicitation statement relating to the
special meeting dated February 8,
2021. Your vote is important no matter how many shares
you own. You are encouraged to submit your "FOR" vote as soon as
possible.
If you need assistance in completing your proxy card or have
questions regarding the special meeting, please contact NTN's proxy
solicitor, Alliance Advisors, by calling 866-329-8430.
About NTN Buzztime:
NTN Buzztime (NYSE American: NTN) delivers interactive
entertainment and innovative technology that helps its customers
acquire, engage and retain its patrons. Most frequently used in
bars and restaurants in North
America, the Buzztime tablets, mobile app and technology
offer engaging solutions to establishments that have guests who
experience dwell time, such as casinos, senior living, and more.
Casual dining venues license Buzztime's customizable solution to
differentiate themselves via competitive fun by offering guests
trivia, card, sports and arcade games. Buzztime's platform creates
connections among the players and venues and amplifies guests'
positive experiences. Buzztime's in-venue TV network creates
one of the largest digital out of home ad audiences in the US and
Canada. Buzztime hardware
solutions leverages the company's experience manufacturing durable
tablets and charging systems, enabling a diverse group of
businesses including corrections, point-of-sale and loyalty with
product implementation. Buzztime games have also been recently
licensed by other businesses serving other markets. For more
information, please visit http://www.buzztime.com or follow us on
Facebook or Twitter @buzztime.
No Offer or Solicitation
This release is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to buy any securities
or the 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.
No offer of securities in connection with the proposed merger
contemplated by the agreement and plan of merger and reorganization
(the "Merger Agreement") between NTN and Brooklyn
Immunotherapeutics LLC ("Brooklyn") dated August
12, 2020 (the "Merger") shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed merger and asset sale, NTN filed
relevant materials with the SEC, including a registration statement
on Form S-4, that will serve as a proxy statement and prospectus of
NTN and a consent solicitation statement for the beneficial holders
of Brooklyn's Class A membership
units, and will be mailed or otherwise disseminated to NTN
stockholders and to the beneficial holders of Brooklyn's Class A membership units if and
when it becomes available. INVESTORS AND SECURITY HOLDERS OF NTN
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 NTN, BROOKLYN, THE PROPOSED
MERGER AND ASSET SALE, AND RELATED MATTERS. The proxy
statement/prospectus/consent solicitation statement and other
relevant materials (when they become available) and any other
documents filed by NTN 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 NTN 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 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
NTN 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 NTN with respect to the proposed Merger and Asset
Sale and related matters. Information about the directors and
executive officers of NTN, including their ownership of shares of
common stock is set forth in NTN'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 (the "2019 Annual
Report"). Additional information regarding the persons or entities
who may be deemed participants in the solicitation of proxies from
NTN stockholders, including a description of their interests in the
proposed Merger and Asset Sale, by security holdings or otherwise,
are included in the proxy statement/prospectus/consent solicitation
statement referred to above 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 NTN. 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 NTN.
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. 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 NTN 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 NTN's
and Brooklyn's ability to manage
their respective operating expenses and expenses associated with
the proposed merger and asset sale, as applicable, pending closing
of the merger; (iv) the risk that, as a result of adjustments to
the exchange ratio, NTN stockholders and Brooklyn members could own more or less of the
combined company than is currently anticipated; (v) NTN's continued
listing on the NYSE American; (vi) uncertainties related to the
impact of the COVID-19 pandemic on the business and financial
condition of NTN, Brooklyn and the
combined company and the ability of NTN and Brooklyn to consummate the merger and NTN and
eGames.com to consummate the asset sale; (vii) NTN's ability to
continue to operate as a going concern if the proposed merger or
asset sale are not consummated in a timely manner, or at all;
(viii) Brooklyn's need for, and
the availability of, substantial capital in the future to fund its
operations and research and development activities; (ix)
Brooklyn's ability to successfully
progress research and development efforts after the merger,
including its manufacturing development efforts, and to create
effective, commercially-viable products; (x) the success of
Brooklyn's product candidates in
completing pre-clinical or clinical testing and being granted
regulatory approval to be sold and marketed in the United States or elsewhere; (xi) the
outcome of any legal proceedings that have been instituted against
NTN, Brooklyn, eGames.com or
others related to the merger agreement or the asset purchase
agreement, as applicable; (xii) 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; (xiii) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed merger or asset
sale; and (xiv) those risks and uncertainties discussed in NTN's
reports filed with the SEC, including its 2019 Annual Report, its
Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K,
as well as other documents that may be filed by NTN 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. NTN 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. NTN 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.
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SOURCE NTN Buzztime, Inc.