SEC document per NTN merger/sale

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Only the (slim) possibility that a no vote can cause them to sweeten the pot. Thanks for your vote.

ANON · **Joined:** Sun Jan 10, 2010 8:59 pm **Posts:** 2232

Merkin wrote:

Only the (slim) possibility that a no vote can cause them to sweeten the pot. Thanks for your vote.

Thanks for the explanation, MERKIN. Sounds like a mighty big gamble for that guy who owns 10%. He'd be out something like $1 million at least if BT goes belly-up.

BUD · **Posted:** Mon Mar 15, 2021 11:35 am

The Buzztime shareholder meeting has just ended.

There was a quorum so the meeting could proceed and votes could be announced. The votes cast by proxy through Sat were announced. The votes cast today at the meeting were not added in, as far as I know. There were 9 proposals, all received a majority of FOR votes except numbers 4 and 6.

4 was to approve granting voting rights to series A convertible preferred stock to as-converted common stock. This did not pass yet.

6 was the sale of the trivia assets to eGames. This did not pass yet.

9, which passed, was to adjourn the special meeting to solicit additional votes if there was not enough votes for 1,2,3,4 or 6.

So per number 9 I guess we are on hold again as 4 and 6 did not pass. We wait to see if there were enough FOR votes just cast today or others that can be changed or solicited from the abstainers. That one abstainer, in Las Vegas, Milton Todd Ault III has 295,000 shares (1 million $) which I will bet would be enough to pass the proposals.

However, no mention was made of invoking number 9 or a date of the next meeting. The meeting just was quietly adjourned.

Hopefully things will be clearer when BT issues a statement.

poman · **Joined:** Sun Jan 17, 2010 12:05 pm **Posts:** 1513

Kind of figured that Buzztime facebook pandering for votes all week long was code for "we don't have the votes yet"

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

BUD wrote:

The Buzztime shareholder meeting has just ended.

There was a quorum so the meeting could proceed and votes could be announced. The votes cast by proxy through Sat were announced. The votes cast today at the meeting were not added in, as far as I know. There were 9 proposals, all received a majority of FOR votes except numbers 4 and 6.

4 was to approve granting voting rights to series A convertible preferred stock to as-converted common stock. This did not pass yet.

6 was the sale of the trivia assets to eGames. This did not pass yet.

9, which passed, was to adjourn the special meeting to solicit additional votes if there was not enough votes for 1,2,3,4 or 6.

So per number 9 I guess we are on hold again as 4 and 6 did not pass. We wait to see if there were enough FOR votes just cast today or others that can be changed or solicited from the abstainers. That one abstainer, in Las Vegas, Milton Todd Ault III has 295,000 shares (1 million $) which I will bet would be enough to pass the proposals.

However, no mention was made of invoking number 9 or a date of the next meeting. The meeting just was quietly adjourned.

Hopefully things will be clearer when BT issues a statement.

How do you interpret this? Is it good news that no 'failure' was announced?

BUD · **Posted:** Mon Mar 15, 2021 2:57 pm

Yes,good news that the vote was not an outright failure. Adding in today’s vote plus getting through to some shareholders that didn’t vote or abstained on 4 and 6 should get us to 50%.

6 is worrisome as that’s the main item players would be concerned about. Without that I don’t think there is a deal for the merger as Milton Todd Ault III hopes, which may improve the share swap price.

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Thank you again and keep us posted. When do you think we will hear more/final on item 6, as indeed, that is what us players would care most about.

BUD · **Posted:** Mon Mar 15, 2021 6:13 pm

A press release was just issued from BT saying the merger has been approved and will proceed and be completed within 2 weeks.

It seems Brooklyn and BT figured a way around the 2 proposals (4 and 6) that didn't pass.

4. A binding agreement was signed by enough owners of the BT series A convertable stock to sell 80% of those shares directly to Brooklyn shareholders so that Brooklyn gets 80% of the new company as planned. An end around direct sale of those shares was agreed to by Brooklyn eliminating the need for #4 to pass.

6. Because the merger proposal #2 did pass, it seems the trivia assets can now be sold after the merger to eGames without stockholder approval. Again #6 doesn't need to pass. So that's great news, I think.

It would seem it's all about done then!!! I would say BT squeaked this whole thing through and we are going to be in good enough shape for a while. In 2 weeks or less we will see how it shakes out.

STRO · **Joined:** Tue Apr 21, 2015 9:00 pm **Posts:** 237

Here is the Buzztime press release:

https://finance.yahoo.com/news/ntn-buzztime-announces-approval-merger-223100910.html

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Good news! Why do you suppose item 6, the sale of trivia assets, did not pass?

BUD · **Posted:** Tue Mar 16, 2021 2:40 pm

Merkin wrote:

Good news! Why do you suppose item 6, the sale of trivia assets, did not pass?

Item 6 was the part that the abstainers didn’t like. (I think there was only one major Las Vegas one that abstained from #6) They wanted a better price from Brooklyn for the assets and were holding out for further negotiations. I too thought that’s where we were, farting around for awhile.

So they got the big middle finger when the merger part passed (they apparently did not abstain from that one) thus allowing the trivia asset sale without stockholder’s approval. I guess that was buried in the fine print of the merger somewhere?

A good old .02 on the clock, 4th and goal, down by 5, fake the handoff, naked bootleg QB sneak and the defense looked the other way. it worked with the help of Brooklyn agreeing to the #4 direct stock sale. Essentially 2 football teams conspiring to screw a major bettor that was fucking things up for everyone.

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Thx. Back to whining about questions and tech probs!

Torquemada · **Joined:** Mon May 30, 2011 7:05 pm **Posts:** 91

Merkin wrote:

Good news! Why do you suppose item 6, the sale of trivia assets, did not pass?

What Bud said ^. Also, it could have been a defensive vote. If the asset sale passed but the merger didn't, NTN/Buzztime would be stripped of all its material assets. The bridge loans from eGames were deductible from the sale price of the trivia assets. So if the merger failed but the sale passed, Buzztime would have lost all of its material assets, and while $2,000,000 in debt to eGames would have gone away, received nothing else in return. The stock price would have immediately dropped to close to zero, and all investors would have been out of all of nearly their entire investments. By passing the merger but not the stock conversion or asset sale, at least those who owned some of the Class A shares might get a little something extra for selling those to reach the 80%, while Buzztime held on to its assets until the merger conditions had been met - thus for the moment retaining some assets to back up the stock price.

TFM

BGTUNA · **Posted:** Wed Mar 17, 2021 11:04 am

Merkin wrote:

Thx. Back to whining about questions and tech probs!

Can I keep complaining about BT not knowing that 20somethings don't play trivia games too?

BUD · **Posted:** Wed Mar 24, 2021 2:51 pm

The merger with Brooklyn Immuno is scheduled to be completed tomorrow March the 25th.

The sale of the trivia assets to eGames should happen pretty quick after that, hopefully the same day.

Then we wait to see how long it takes to get things going with salesman signing new locations and cleaning up all the technical problems. (repeats and lag) They know about the problems but have been too understaffed to do much. Just trying to keep the huge container ship pointed ahead and off the walls despite the cross winds of covid’s effect on bars.

AARDVK · **Joined:** Thu Jan 14, 2010 5:30 pm **Posts:** 554

BUD wrote:

The merger with Brooklyn Immuno is scheduled to be completed tomorrow March the 25th.

The sale of the trivia assets to eGames should happen pretty quick after that, hopefully the same day.

Then we wait to see how long it takes to get things going with salesman signing new locations and cleaning up all the technical problems. (repeats and lag) They know about the problems but have been too understaffed to do much. Just trying to keep the huge container ship pointed ahead and off the walls despite the cross winds of covid’s effect on bars.

Hopefully problems will be resolved by the Tuesday, April 13 Showdown game, which will mark Jim/COOG's and I first venturing out to Coaches Pub in over a year, given that both of our maximum immunities will have kicked in or by that day. Last year at this time I would not have bet that we would survive to now, much less that NTN/BT games would. Just hope eGames figures out correctly what to keep as well as what needs fixing.

Brooke/AARDVK

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Any updates on the eGames sale? I have seen nothing in the general media.

ANON · **Joined:** Sun Jan 10, 2010 8:59 pm **Posts:** 2232

Yes. Just now 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 eGames.com. The talented indie developers of eGames.com create unique games I can’t wait for you to play.
Now, the exceptional teams at Buzztime and eGames.com 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.
Excelsior!
-Aram Fuchs"

BUD · **Posted:** Wed Mar 31, 2021 8:15 pm

Saw that letter on the buzztime Facebook page. Here’s everyone’s chance to put their 2 cents in to the man in charge. No more board of directors trying to please shareholders just one guy now who is a long time player. Go to the FB page.

The promising part of the letter was that Aram is all in on keeping the social bar game idea intact.

Merkin · **Joined:** Sat Apr 27, 2013 12:16 am **Posts:** 772

Thanks.

Deal appears to be done. See Buzztime facebook site and the various comments.

BGTUNA · **Posted:** Wed Apr 07, 2021 9:55 am

I love that he's a player and that he is reaching out to other players for suggestions. I hope people realize that these are only suggestions. He's going to do what he thinks is best for the game.

I think the first priority is to expand the location base. I suggested reaching out to "mom and pop" places that had recently dropped Buzztime and make them some kind of offer to bring the game back.

He said that the BWW thing is dead as it was the parent company of BWW that decided to go in another direction. I don't know what national chains could take the place of BWW.

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SEC document per NTN merger/sale

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