[] HHSE = NO DILUTION (since 2015) [] The ACCUMULATION has been in an UPTREND. [] For SEVEN plus YEARS. [] Outpacing the DISTRIBUTION (Selling). [] Over EVERY PRICE POINT during this time. **See CHART below. [] Yesterday, & ONCE AGAIN, we saw the MM's selling shares that DO NOT EXIST: 1.72mm of them.
Yesterday, HHSE traded 3.4mm shares: [] ~2.16mm of those shares were BOUGHT at the ASK (highest price) [] ~1.27mm were shares SOLD at the BID (lowest offer)
5/25/17 FINRA REPORTED ~1.72mm shares SHORT (not available at time of transaction). ~500,000 shares MORE than yesterday's ENTIRE "BID-volume".INCLUDING the BID-volume ITSELF: DID NOT EXIST at the time of the sale.
On March 12, 2017, subject to regulatory approval and other financial considerations, the Board of Directors of Crimson Forest Entertainment Group, Inc., a Nevada corporation (“ Crimson ”), and the Board of Directors of Hannover House, Inc., a Wyoming corporation (“ HHSE ”), signed a Memorandum of Understanding to indicate the mutual intent to merge the operations of the two companies through a stock-for-stock swap. Based on reasonable valuations for both Crimson and HHSE, including current assets, new projects and goodwill, after approval of the merger the existing shareholders and managers of HHSE will collectively own approximately 57.1% of the combined stock, and the existing shareholders and managers of Crimson will collectively own approximately 42.9% of the combined stock. HHSE assets, including goodwill were valued at $17,029,250 and Crimson assets, including goodwill were valued at $12,870,750.
Per the terms of the Memorandum of Understanding, Crimson shall be required to promptly file all required quarterly and annual reports to restore its current trading status as a fully reporting equity. Upon the completion of these corporate compliance matters, Crimson and HHSE shall initiate the stock-for-stock swap and redemption. Based on the terms of the merger, HHSE shareholders will receive Crimson shares at a premium-to-market valuation. The effective date when the two companies expect to be operating on a defacto basis as a merged entity is May 1, 2017. Crimson and HHSE anticipate that regulatory approval of the merger shall occur shortly thereafter, and that full reporting compliance shall occur on or about May 15, 2017, after which time, HHSE shares shall be exchanged for Crimson shares at a market-to-value premium to be determined at the date of the redemption based on market pricing.
Following the merger, Crimson shall proceed with new financing for the combined entity, including presale funding for several high-profile feature films and general operating and releasing capital. Principal Officers, Directors and Managers for the combined company shall be Jonathan Lim (Chairman), Eric Parkinson (C.E.O.), Fred Shefte (President) and Tom Sims (Vice President).
In addition to seeking regulatory approval for the merger, Crimson has also applied with FINRA for approval of a new stock-trading ticker symbol, to differentiate the new (post-merger) company and operations from the prior activities of Crimson as primarily a production-oriented company.
The foregoing is a general description of the stock-for-stock swap Merger plan; it does not purport to be complete and is qualified in its entirety by reference to the Memorandum of Understanding (the “ MOU ”), which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this report by reference.
A copy of the joint press release issued by Crimson Forest Entertainment Group, Inc. and Hannover House, Inc. announcing the mutual intention to merge operations into one company, and the effectiveness of the Memorandum of Understanding is attached hereto as Exhibit 2.1 and incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Merger of these two companies as described in this filing and Exhibits has not yet been approved by FINRA or other applicable regulatory authorities, including but not limited to the United States Securities and Exchange Commission (the “SEC”) and the OTC Markets (the “OTC”). Investors and security holders are urged to read both the MOU and the Long-Form Merger Agreement (the “LFMA”) that CFEG and HHSE anticipate completing and filing covering the terms as described in the MOU, and other additionally required terms and language to meet compliance requirements. CFEG and HHSE anticipate completion of the LFMA on or before May 15, 2017. Investors and security holders may obtain free copies of these statements (when available) and other materials filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing requests for such materials to the information agent for the Merger transaction, which will be named in the LFMA.
$HHSE__with HHSE developments of late; new films, quality productions, new partnerships, & future prospects, those buying now will likely gain even MORE UPSIDE as HHSE continues to correct & improve on their business.
Quote: As stated previously, the HHSE Merger activities are expected ... which will be well-timed for the company's presence at the Cannes Film Festival and Marche du Filme as both a seller of major theatrical titles, as well as an acquisition licensor for North America rights under a new, Major Studio distribution pact.
CANNES Film Festival is likely to provide a WONDERFUL PLATFORM for BROADCASTING further HHSE business, prospects & overseas developments!!
Nice post Nikodemos:
After 7-yrs of an HHSE share-price DOWNTREND which probably felt like "TWELVE" -- to some of the longer-longs ACCUMULATING HHSE -- it appears as though HHSE has emerged from an "EXTRAORDINARY MISSION".
Hannover house, moving like a "Sleeper Cell", looked to the Far East; & appears to have come to rest nestled comfortably within the CRIMSON FOREST. With the support, protection & strength of $1B SAMCORP CAPITAL enterprises, & CANNES FILM FESTIVAL beginning next week, HHSE & CRIM appear intent on delivering another "SHOCK WAVE" to market...
For those who see debt-converters (JSJ, hedge-funds & others) responsible for price-boxing, shorting & maintaining price containment (for the 6-YEAR+ downtrend-channel in HHSE); they may rejoice in the UPTREND: Which may yet trigger a veritable "BLOOD FEAST" on shares,... as the HHSE-stock appears poised to SURGE in CORRECTION!!
As HHSE transitions into CANNES, "WHERE'S THE DRAGON?" will come into view as NEW ANNOUNCEMENTS are made, partners revealed, & shareholders "RIDE UNITED" into further UPSIDE....
Meanwhile, expect a "MELTDOWN" on the interwebz as HHSE continues to expand on their vision, business plan, merger, new partnerships, & emerges a strengthened, improved, & a more valuable property...
On March 12, 2017, subject to regulatory approval and other financial considerations, the Board of Directors of Crimson Forest Entertainment Group, Inc., a Nevada corporation (“ Crimson ”), and the Board of Directors of Hannover House, Inc., a Wyoming corporation (“ HHSE ”), signed a Memorandum of Understanding to indicate the mutual intent to merge the operations of the two companies through a stock-for-stock swap. Based on reasonable valuations for both Crimson and HHSE, including current assets, new projects and goodwill, after approval of the merger the existing shareholders and managers of HHSE will collectively own approximately 57.1% of the combined stock, and the existing shareholders and managers of Crimson will collectively own approximately 42.9% of the combined stock. HHSE assets, including goodwill were valued at $17,029,250 and Crimson assets, including goodwill were valued at $12,870,750.
Per the terms of the Memorandum of Understanding, Crimson shall be required to promptly file all required quarterly and annual reports to restore its current trading status as a fully reporting equity. Upon the completion of these corporate compliance matters, Crimson and HHSE shall initiate the stock-for-stock swap and redemption. Based on the terms of the merger, HHSE shareholders will receive Crimson shares at a premium-to-market valuation. The effective date when the two companies expect to be operating on a defacto basis as a merged entity is May 1, 2017. Crimson and HHSE anticipate that regulatory approval of the merger shall occur shortly thereafter, and that full reporting compliance shall occur on or about May 15, 2017, after which time, HHSE shares shall be exchanged for Crimson shares at a market-to-value premium to be determined at the date of the redemption based on market pricing.
Following the merger, Crimson shall proceed with new financing for the combined entity, including presale funding for several high-profile feature films and general operating and releasing capital. Principal Officers, Directors and Managers for the combined company shall be Jonathan Lim (Chairman), Eric Parkinson (C.E.O.), Fred Shefte (President) and Tom Sims (Vice President).
In addition to seeking regulatory approval for the merger, Crimson has also applied with FINRA for approval of a new stock-trading ticker symbol, to differentiate the new (post-merger) company and operations from the prior activities of Crimson as primarily a production-oriented company.
The foregoing is a general description of the stock-for-stock swap Merger plan; it does not purport to be complete and is qualified in its entirety by reference to the Memorandum of Understanding (the “ MOU ”), which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this report by reference.
A copy of the joint press release issued by Crimson Forest Entertainment Group, Inc. and Hannover House, Inc. announcing the mutual intention to merge operations into one company, and the effectiveness of the Memorandum of Understanding is attached hereto as Exhibit 2.1 and incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Merger of these two companies as described in this filing and Exhibits has not yet been approved by FINRA or other applicable regulatory authorities, including but not limited to the United States Securities and Exchange Commission (the “SEC”) and the OTC Markets (the “OTC”). Investors and security holders are urged to read both the MOU and the Long-Form Merger Agreement (the “LFMA”) that CFEG and HHSE anticipate completing and filing covering the terms as described in the MOU, and other additionally required terms and language to meet compliance requirements. CFEG and HHSE anticipate completion of the LFMA on or before May 15, 2017. Investors and security holders may obtain free copies of these statements (when available) and other materials filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing requests for such materials to the information agent for the Merger transaction, which will be named in the LFMA.
--Combined Company to Launch Slate of High-Profile Films for Theatrical, Home Video and International Release--
LOS ANGELES, April 26, 2017 /PRNewswire/ -- Feature Film Production Company Crimson Forest Entertainment Group Inc. (CRIM) and specialty theatrical and home video distributor Hannover House, Inc. (HHSE) have confirmed plans to merge operations under a stock-swap and financing plan, scheduled to be effective as of May 1, 2017.
Andy Lau stars in Shock Wave to hit theaters May 5th in North America. Andy Lau stars in Shock Wave to hit theaters May 5th in North America. More The combined company will immediately launch production activities on a slate of high-profile feature films that will drive the theatrical, home video and international release schedules for the coming years.
Formed in 2010, and financed with investment capital and presales from China, Crimson Forest Entertainment has successfully financed and acquired several films for international and North America distribution. PALI ROAD was the first Hawaii-China co-production, starring Jackson Rathbone from the "The Twilight Saga," Sung Kang from "Fast & Furious," Henry Ian Cusick, known for his roles in "L.O.S.T.," and "The 100," and Chinese Celebrity Michelle Chen. The film premiered at the Hawaii International Film Festival and went on to win several awards, including "Best Actress" "Best Cinematography" and a "Best Director" award at the 12th Annual Chinese American Film Festival. The film was released theatrically, both in North America and China, and in Malaysia earlier this month.
Formed in 1993 and growing into one of the top independent distributed labels in North America, Hannover House, Inc. has direct distribution relationships for all major theatre circuits, principal media outlets, and wholesale access to major home video retailers and mass merchants. Hannover House has released more than 50 films to theatres and more than 300 titles to the Home Video Market in the United States, including titles such as "Grand Champion" (with Bruce Willis, Julia Roberts and George Strait) and director Joel Schumacher's teen angst thriller "Twelve" (starring Curtis "50-Cent" Jackson, Emma Roberts, Ellen Barkin and Chase Crawford).
"There is a growing need for specialty independent distributors," said Jonathan Lim, CEO of Crimson Forest Entertainment. "There is a lot of quality product out there that is being ignored and we are excited that Hannover House has partnered with us in releasing these films. It will bring much needed diversity to audiences in North America, and growing commercial success for the combined company," he concluded.
"A Crimson Forest and Hannover House merger is expected to fill the demand from independent and international productions, which seek distributors that have direct access to theatrical, as well as Home Video and VOD & Digital sales," said Eric Parkinson, CEO of Hannover House. "We're optimistic about what these new opportunities and corporate structure will bring to Hannover House and our shareholders and excited by the upcoming titles that we will be announcing and releasing in the upcoming weeks, which we fully anticipate will have a substantial impact on the growth of our combined company, " said Parkinson.
One of the first new titles to be released under the combined Crimson Forest -- Hannover House structure is the $20-million dollar action thriller feature "Shockwave" starring Andy Lau and Jiang Wu. The film will be co-released together with CMC Pictures in North America next month.
Under the newly merged company, the board of directors will be comprised as follows: Jonathan Lim (Chairman), Eric Parkinson (CEO), Fred Shefte (President) and Tom Sims (V.P. Sales). The existing offices for Hannover House, Inc. and its affiliate Medallion Releasing, Inc. in Fayetteville, Arkansas will remain as the primary distribution operations office. The Los Angeles offices for Crimson Forest will serve as the company's corporate and production headquarters, and the Crimson Forest office in Shanghai, China, will continue to operate as the finance office for the funding of new productions and releasing costs. Crimson Forest is also negotiating for the acquisition of other, complementary media companies to add to the enhanced distribution entity. Included in the corporate merger are Hannover House affiliates, Medallion Releasing, Inc. and Bookworks, Inc., respectively handling theatrical and publishing ventures.
For more information, contact ERIC PARKINSON, Hannover House, Inc. / Medallion Releasing, Inc., 479-521-5774 or 818-481-5277, Eric@HannoverHouse.com.
$HHSE__with HHSE developments of late; new films, quality productions, new partnerships, & future prospects, those buying now will likely gain even MORE UPSIDE as HHSE continues to correct & improve on their business.
Quote: As stated previously, the HHSE Merger activities are expected ... which will be well-timed for the company's presence at the Cannes Film Festival and Marche du Filme as both a seller of major theatrical titles, as well as an acquisition licensor for North America rights under a new, Major Studio distribution pact.
$HHSE_The LONG-TERM Charts INFORM the shorter-term trends. And, what we KNOW about charts, charting & technical analysis in general is: The LONGER a stock has been in a particular-trend; the HARDER, STRONGER & typically MORE POWERFUL the CORRECTION!!
HHSE has been LOCKED into a downtrend channel for 74mos, ~2,250 days, or ~322 weeks, & has been ACCUMULATED ALL THIS TIME by long-term shareholders. A rarity in the OTC for sure. Even NOW one may consult a chart & find the accumulation continues on HHSE as the price moves into an uptrend correction. And with NO DILUTION in HHSE for ~2yrs now the stock is poised to REFLECT a higher valuation without any outside selling pressures.
