Thursday, August 17, 2017 7:37:20 AM
https://www.otcmarkets.com/stock/HHSE/filings
http://www.nasdaq.com/press-release/newly-merged-hannover-house--crimson-forest-launch-aggressive-production-and-theatrical-slate-to-20170622-00729
http://www.nasdaq.com/press-release/hannover-house-to-appeal-mpaa-film-rating-of-nc17-for-blood-feast-as-national-release-through-rega-20170722-00001
http://www.nasdaq.com/press-release/crimson-forest-and-hannover-house-announce-specifics-of-first-production-with-uk-based-silver-20170526-00322
http://www.nasdaq.com/press-release/new-productions-and-acquisitions-wrap-brisk-cannes-market-for-crimson-forest-and-hannover-house-20170525-00363
http://www.nasdaq.com/press-release/crimson-forest-hannover-house-and-atlanticpacific-film-studios-pact-in-multipicture-venture-20170519-00634
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133461495
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133615415
..
to deny the companies products, PPS appreciation, no dilution, and many other accomplishments on the pinksheet market is what I find somewhat funny. because for a pinksheet, HHSE get an A+ for not diluting this to 0001 and doing a reverse split, in fact, they've managed to keep building the business over the years of some tough situations.
HHSE Self Updating Short & Long Term Charts
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=129859844
HHSE MERGER Partner CRIM: Samcorp Capital Subsidary (90.55%)
Crimson Forest Entertainment Group Inc. operates as an independent motion picture studio that finances, produces and acquires theatrical feature films and televisions series for worldwide distribution. The company is a subsidiary of Samcorp Capital Corporation. The company engages in the development, production and distribution of its film and television projects. As of February 28, 2015, the company’s first feature film, re-titled ‘Pali Road’, has completed principal photography and is in post-production. Pali Road is scheduled to be released before the end of the year.
http://www.investing.businessweek.wallst.com/research/stocks/snapshot/snapshot_article.asp?ticker=CRIM
What is a 'Subsidiary'
A subsidiary is a company with voting stock that is more than 50% controlled by another company, usually referred to as the parent company or the holding company.
SamCorp Capital 90.55% Interest in Crimson Forest CRIM:
https://www.otcmarkets.com/financialReportViewer?symbol=CRIM&id=134463
Anthony Lim (Father of Crimson Forest (CRIM) Chairman Jonathan Lim) is President of the $ Billion infused Samcorp Capital. Samcorp is a private equity company that invests in movies production from US $5 million to US $25 million among other interests. Two projects of Samcorp are Crimson Forest (90.55% owner) and the HHSE/CRIM Film "PALI ROAD".
http://samcorp.capital/
http://bamboocap.com.vn/en/node/271
SamCorp Capital President Anthony Lim is the Father of Crimson Forest (CRIM) Chairman Jonathan Lim.
http://crimsonforestentertainment.com/our-team/
(CRIM) Crimson Forest Management Team @ Nevada Secretary of State:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=4w8Pw6ZG%252fOCREA94mqHgaQ%253d%253d&nt7=0
HHSE
6/14/17, from HHSE's CEO: We can state unequivocally that the value of the HHSE shares post-merger is substantially over the $.03 / PPS level -and furthermore state that following a lengthy telephone call with FINRA on Monday, that the few, remaining issues impacting the final step (the stock-for-stock swap) are being resolved and will promptly remove any final impediments to the stock exchange.
Unless you have an urgent need for liquidity, veteran traders will be sitting it out for this final, brief pre-swap spell. This morning's blog is being posted now, in the final days before the stock-swap, as an advance rebuttal for anyone who might later claim "we didn't know" (about the short time frame to the swap, and the HHSE valuation being established at substantially over $.03 / PPS).
For those of you hanging on... it's going to be an AMAZING Summer, followed by a consistent and accelerating momentum in revenues and results through the next few years. This is the "prize" that HHSE management has been working to achieve: a fully-reporting equity, substantial operational and marketing funding, and a slate of star-driven, high-profile movies to serve as revenue locomotives!"
Looks like HHSE Shareholders are about to take a Bullet Train to .10¢+ Per Share folks!!!!
Post-MERGER Stock Increases Reason #1: Settlements Legal Issues
11 Reasons HHSE/CRIM/Newco Stock Continues Increasing Post MERGER
1.) Multiple Legal Issue Settlements
Quote:
Good afternoon HHSE Friends & Followers - In anticipation of our pending merger approval, HHSE has been working with our attorneys and key creditors on the final resolution of some of old issues that have been fuel for stock critics - but which were never material threats to the operations of our business. Here's a quick recap of some recently resolved matters and pending transactions:
1). TCA GLOBAL MASTER FUND - as stated previously in this blog, a settlement was made with TCA to fully close all maters... well it's finally been filed with the courts in Florida... as the court-recorded documentation of settlements sometimes occurs weeks / months after the deals are made. In any event, HHSE stock certificate #1530, issued June 18, 2013 as collateral for the TCA Investment Advisory Fee has been cancelled, and these 10-million shares will be returned as unissued treasury stock.
2). JSJ INVESTMENTS - Principal terms of a settlement are expected this week, based upon communications between attorneys.
3). ANDERSONS P&A - Principal terms of a settlement are expected this week, based upon direct communications with the lenders.
4). BEDROCK VENTURES - Company has engaged counsel to re-open the case under Arkansas Law, as compelling evidence exists to have the California matter vacated.
5). AMITYVILLE ASYLUM - New counsel has been engaged in this matter, which is expected to be settled (or adjudicated) by June 27.
http://hannoverhousemovies.blogspot.com/2017/06/corporate-updates-on-merger-events.html
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=171262
Standard verbiage from every HHSE Quarterly Filing:
Quote:
Over the past six years, the Company has defaulted on several loan or credit obligations, but none representing a material event to the Company or falling outside of the ordinary course of business.
11 Reasons HHSE/CRIM/Newco Stock Continues Increasing Post MERGER
1.) Multiple Legal Issue Settlements
2.) Launch VODwiz
3.) Increased Revenues / Earnings. HHSE/CRIM Visibility, Stature, Valuation
4.) NASDAQ Uplist. Sophisticated, informed investors. Additionally, Asian (Chinese) based investors
5.) Artificial Manipulation, Stock Price Boxing Completion/Exhausted
6.) 5 Significant Media Players (Chinese Based) Conduct Various Post MERGER Financial Transactions ($65,000,000 Funding)
7.) $4,000,000 HHSE/CRIM/Newco Direct Stock Purchase @ 100% Premium (Major Media Company)
8.) HHSE/CRIM/Newco Share Support. Contemporaneous with the merger, several of the China-based affiliates will be buying blocks of Crimson stock on the public markets
Additionally, Post MERGER HHSE/CRIM Embark on three, very exciting new distribution ventures that post merger activities will have a dramatic impact on the company's revenues, visibility and valuation, involving:
9.) North American Activities
10.) International Sales
11.) Theatrical Distribution In China
HHSE
HHSE-$65MM MERGER, PREMIUM, STOCK-SWAP, VODWIZ, NASDAQ, BILLIONAIRE ANTHONY LIM OF SAMCORP BACKING THE MERGER, 30 CENTS/SHARE EASY.
WSJ Article Advocating China Movie Partnering Published Yesterday
https://www.wsj.com/articles/to-profit-in-china-hollywood-finds-only-one-audience-matters-investors-1497883975
Interesting article saying that if you want to be successful in the Chinese market, you need to have someone who knows how to market in China and has the connections to work through their difficult system. Basically movies that are backed by Chinese investors can do very well there, even better than in the US, and it's more about using the system to their advantage than the movie itself. It appears this is the current blueprint Hannover House / Crimson is using by getting Chinese investors involved and making these connections.
Hannover House Inc (OTCMKTS:HHSE) Is A Microcap Runner
By Jarrod Wesson / in Momentum & Growth, Momentum Stocks, Stocks, Tech / on Tuesday, 23 May 2017
Hannover House Inc. (OTC:HHSE), the media company focused on production and distribution of feature films for theatres, home videos, and Video-On-Demand formats, has recently delivered interesting news that the market celebrated by pushing up its shares. Undoubtedly, the most substantial news is the merger with Crimson Forest Entertainment Group Inc. (OTCMKTS:CRIM). But, the share price started its uptrend a little before its announcement, thus we will cover some other news that will help justify the company’s recent growth along with its financial situation. Have a look at the recent price action.
Business
Hannover House, Inc. is a Wyoming Corporation. According to the most recent corporate filing, the business entity was created in 1993 and has gone through many business combinations. The business objective of the firm is very well resumed in that document:
“The Company is actively involved with the production, acquisition and distribution of entertainment products into the USA and Canadian markets, including theatrical films, home video releases, rights licenses of films and videos to Video-On-Demand platforms and television, as well as book publishing (including printed editions and electronic “E-Book” formats).”
- Films and videos: The company acquires distribution rights from production companies or media companies and makes use of its recently formed multi-studio sales cooperative, Medallion Releasing, Inc. to perform sales & marketing functions on behalf of the owners. In 2010, thanks to the merger with Target Development Group, Inc, the company commenced using new titles being released under the Hannover House label, which, according to the company, is more lucrative.
- Books and E-Books: The same logic applies to the printed books and e-Books business. HHSE acquires publishing rights and sells and promotes the books. The margin of this business is higher than that of the the films and video business, but the upside potential is said to be not that high. In our opinion, it is good that the company has exposure to both businesses. At the end of the day, being more diversified diminishes the operating risk of the company.
Who are the customers? Given that the company distributes its products to the public, market participants would need to know whether the company collaborates with large chains. Yes, have a look at the most important customers of HHSE:
-Wal-MartStores, Inc.
– Netflix
According to the company, both of them represent 15% of the total revenue of the company.
Recent Developments
Most of the company’s press releases are about deals with production companies. As we cannot cover them all, let us cite them so that investors can check if interested:
– On May 19, 2017, HHSE and North Carolina’s Atlantic & Pacific Film Studios will be working on a new venture
– On April 28, 2017, HHSE will be distributing contents for Producer Emsch Schneider of Austrian-based Illusions , Ltd.
– On March 24, 2017, HHSE signs a distribution contract with FilMart with Chinese streaming giant iQIYI
– On December 12, 2016, HHSE signs a deal with Director Jasmin Dizdars acclaimed World War II drama, “CHOSEN,”
In our opinion, the revenues that these distribution contracts will create in the future excited the market, which responded by pushing up the share price this year. The share price went from trading at the level of $0.01 to more than $0.03 recently. Additionally, the stock has become very popular on the message boards.
The merger
On April 26, 2017, it was announced that Crimson Forest Entertainment Group Inc. (OTC: CRIM) and Hannover House, Inc. (OTC: HHSE) would merge to create a larger independent distributor. Crimson was founded in 2010. The CEO of Hannover House, Eric Parkinson, said the following about the firm:
“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. 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”
We could find substantial information on the iHub financial forum about the merger. Some market participants seem to be quite excited about the firm and are posting information on this site. Additionally, in another press release, it was noted that the company may be able to be listed on the Nasdaq following the close of the merger:
“Upon regulatory approval of the corporate merger, shareholders in Hannover House, Inc. will receive shares in a newly rebranded Crimson Forest stock, which both companies feel will be positioned for uplifting to NASDAQ within a year.”
CONCLUSION
Hannover House has exploded up the charts this year as a result of several things. First, the company is signing a large amount of deals with production companies that may generate revenues in the future. Furthermore, the merger with Crimson will create a bigger company with more financial resources and may be uplisted to Nasdaq in the future. That was definitely appreciated by the market. Finally, we checked the annual report and saw that not only the company has been operating in the sector for long time, but has also signed contracts with relevant content distributors, such as Wall Mart and Netflix. To sum up, there is a lot to like in this company and it seems to be growing. So, we encourage investors to stay alert as its bull run looks set to continue. We will be updating our subscribers as soon as we know more. For the latest updates on HHSE, sign up below!
https://www.insiderfinancial.com/hannover-house-inc-otcmktshhse-is-a-microcap-runner/123181/
Disclosure: We have no position in any of the securities mentioned and have not been compensated for this article.
HHSE
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https://relationshipscience.com/kuang-leong-anthony-lim-p3363663
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$HHSE - 10K LINK & CHART
http://stockcharts.com/h-sc/ui?s=hhse
HHSE 10-K Annual Report__3/31/17:
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
$HHSE - CANDLESTICK CHART
http://stockcharts.com/h-sc/ui?s=hhse
[] 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.
NO DILUTION means NO EASY COVER either!!
More details & ALL links for SELF-VERIFICATION here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131643672
NEXT UP:
[] "Where's the Dragon?"
[] Redbull Media's "Ride United"
[] "Blood Feast"
[] "The Legend of Wu Kong"
//www.youtube.com/watch?v=FocgorxXrv8
North American release SET FOR the following month:
http://hannoverhousemovies.blogspot.com/2017/04/update-on-extraordinary-mission-and-cmc.html
HHSE TRENDING:
[] NO DILUTION since 2015
tinyurl.com/lkmbg5g
[] Exceptional NEW Partners
http://tinyurl.com/metbzsl
[] Experienced Industry Focused Management
http://tinyurl.com/mr6ojev
[] A Brighter Future with NEW Revenues
http://tinyurl.com/m3kowkm
[] & an improving Long-Term CHART as well:
http://tinyurl.com/kshcrta
$HHSE @ CANNES FILM FESTIVAL 2016 & 2017
http://hannoverhousemovies.blogspot.com/2017/05/what-difference-year-makes-brisk-cannes.html
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.
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/form8-k.htm
EXHIBIT 1.1
Short Form Memorandum of Understanding (“MOU”)
Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex1-1.htm
EXHIBIT 2.1
Crimson Forest and Hannover House
Initiate Corporate Merger to Become Major Independent Distributor
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex2-1.htm
https://www.sec.gov/cgi-bin/browse-edgar?company=crimson+forest&owner=exclude&action=getcompany
MERGER; HHSE/CRIM; Multiple Companies DD/LInks:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=130887121
$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.
http://hannoverhousemovies.blogspot.com/
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 $1B SAMCORP CAPITAL enterprises, & CANNES FILM FESTIVAL beginning next week, HHSE & CRIM appear intent on delivering another "SHOCK WAVE" to market...
For those who see debt-converters (JSJ, hedge-funds & others) responsible for price-boxing, shorting & maintaining price containment (for the 6-YEAR+ downtrend-channel in HHSE); they may rejoice in the UPTREND: Which may yet trigger a veritable "BLOOD FEAST" on shares,... as the HHSE-stock appears poised to SURGE in CORRECTION!!
As HHSE transitions into CANNES, "WHERE'S THE DRAGON?" will come into view as NEW ANNOUNCEMENTS are made, partners revealed, & shareholders "RIDE UNITED" into further UPSIDE....
Meanwhile, expect a "MELTDOWN" on the interwebz as HHSE continues to expand on their vision, business plan, merger, new partnerships, & emerges a strengthened, improved, & a more valuable property...
8-K: Hannover House / Crimson Forest MERGER Agreement:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131294683
FILING-5/4: Legal Proceedings Settlement(s), VODwiz Hires/New Structures, MERGER/DD:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131276480
HHSE
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$HHSE - 10K LINK & CHART
http://stockcharts.com/h-sc/ui?s=hhse
HHSE 10-K Annual Report__3/31/17:
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
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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.
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/form8-k.htm
EXHIBIT 1.1
Short Form Memorandum of Understanding (“MOU”)
Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex1-1.htm
EXHIBIT 2.1
Crimson Forest and Hannover House
Initiate Corporate Merger to Become Major Independent Distributor
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex2-1.htm
https://www.sec.gov/cgi-bin/browse-edgar?company=crimson+forest&owner=exclude&action=getcompany
MERGER; HHSE/CRIM; Multiple Companies DD/LInks:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=130887121
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$HHSE_NEWS__Corporate Merger__Major_Independent_Distributor
--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.
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
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SQUEEZETRAIN_ROADMAP___HHSE 10-K Annual Report__3/31/17:
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
$HHSE__with HHSE developments of late; new films, quality productions, new partnerships, & future prospects, those buying now will likely gain even MORE UPSIDE as HHSE continues to correct & improve on their business.
Quote:
As stated previously, the HHSE Merger activities are expected ... which will be well-timed for the company's presence at the Cannes Film Festival and Marche du Filme as both a seller of major theatrical titles, as well as an acquisition licensor for North America rights under a new, Major Studio distribution pact.
http://hannoverhousemovies.blogspot.com/
CANNES Film Festival is likely to provide a WONDERFUL PLATFORM for BROADCASTING further HHSE business, prospects & overseas developments!!
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$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.
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$HHSE_Short-Term BULL_FLAGPOLE_&_PENNANT chart set-up_&_subsequent BREAKOUT!!
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$HHSE_ONE YEAR LONG Cup-&-Handle Price
FORMATION_&_subsequent BREAKOUT!!
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$HHSE-shows massive shareholder-ACCUMULATION
Corporate Updates on Merger Events / Resolutions
Good afternoon HHSE Friends & Followers - In anticipation of our pending merger approval, HHSE has been working with our attorneys and key creditors on the final resolution of some of old issues that have been fuel for stock critics - but which were never material threats to the operations of our business. Here's a quick recap of some recently resolved matters and pending transactions:
1). TCA GLOBAL MASTER FUND - as stated previously in this blog, a settlement was made with TCA to fully close all maters... well it's finally been filed with the courts in Florida... as the court-recorded documentation of settlements sometimes occurs weeks / months after the deals are made. In any event, HHSE stock certificate #1530, issued June 18, 2013 as collateral for the TCA Investment Advisory Fee has been cancelled, and these 10-million shares will be returned as unissued treasury stock.
2). JSJ INVESTMENTS - Principal terms of a settlement are expected this week, based upon communications between attorneys.
3). ANDERSONS P&A - Principal terms of a settlement are expected this week, based upon direct communications with the lenders.
4). BEDROCK VENTURES - Company has engaged counsel to re-open the case under Arkansas Law, as compelling evidence exists to have the California matter vacated.
5). AMITYVILLE ASYLUM - New counsel has been engaged in this matter, which is expected to be settled (or adjudicated) by June 27.
A separate Blog Posting on Merger activities with Crimson Forest is being prepared for later today.
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UPDATE: Greetings HHSE Friends. The update planned for Tuesday got hijacked by some post-merger funding details that monopolized managerial time for the past two days. As alluded to in some of our recent, prior blogs and filings, five significant media players (all China-based) will be conducting various financing transactions "post-merger" that will provide production funds, releasing funds and operational resources. It is our belief that the balance-sheet value and revenue benefits from these various transactions will not only transform the company, but will also elevate the business to a level of qualifying for the NASDAQ exchange.
Meanwhile, here are some quick updates for those issues which we are authorized or empowered to disclose at this time:
1). MERGER APPROVAL - we have not received any regulatory feedback that would indicate any issues, delays or problems with the valuation methodology and the stock-for-stock swap. We have separately applied for a Crimson ticker symbol change, and are awaiting word on that matter as well.
2). DTC / STOCK FOR STOCK SWAP - Our advisors tell us that HHSE shareholders will not need to do anything in order for each of them to receive Crimson Forest shares on the date of the stock-for-stock swap. Crimson shares are DTC (electronic) and this will avoid the prior issues some shareholder incurred regarding paper certificates from HHSE.
3). PREMIUM VALUATION - as structured, HHSE shareholder will receive Crimson shares at a significant premium value-to-market. We cannot disclose the percentage structure until we receive full-regulatory approval. However, the bottom line is that a shareholder owning "$X" worth of HHSE shares will receive "$X++" of newly re-branded Crimson shares.
4). CRIMSON SHARE SUPPORT - Contemporaneous with the merger, several of the China-based affiliates will be buying blocks of Crimson stock on the public markets. It is our belief that this will further support the Crimson share price and result in an even greater appreciation of value for HHSE shareholders.
5). POST MERGER ACTIVITIES - Besides the launch of several high-profile theatrical productions post-merger, the newly re-branded Crimson-HHSE will be (finally!) launching the VODWIZ portal, and embarking on three, very exciting new distribution ventures involving North American activities, International Sales, and Theatrical Distribution in China. It is our belief that these significant post-merger activities will have a dramatic impact on the company's revenues, visibility and valuation.
6). TIME FRAME - we believe that we are only days away from completion of the tasks that are required for the regulatory approval of the stock-for-stock swap, and the physical share exchange. However, as this time frame is driven by outside agencies, we cannot provide a more specific prediction of the precise day that all of this will be completed.
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“Be patient, my friends and you will be rewarded
Good morning HHSE Friends & Followers - As the days turn into weeks, some shareholders have lost patience awaiting the final closure of the impending CRIMSON FOREST-HHSE Merger and how that will impact the bottom-line value of their HHSE shares.
We can state unequivocally that the value of the HHSE shares post-merger is substantially over the $.03 / PPS level - and furthermore state that following a lengthy telephone call with FINRA on Monday, that the few, remaining issues impacting the final step (the stock-for-stock swap) are being resolved and will promptly remove any final impediments to the stock exchange.
For those of you who have grown impatient and feel you must sell-sell-sell now, we bid you farewell and safe journeys. But we also have an obligation to disclose that the stock-for-stock swap is based on a much higher value to HHSE shareholders (regardless of the temporary, day-to-day variations of the current trading price). Selling now will only hurt those particular sellers, who we suspect may feel rather foolish in the coming days. As the merger is structured, HHSE shareholders are being issued newly re-branded Crimson shares based on the predetermined level of the company's assets... not based on the momentary trading price of the HHSE stock prior to the swap.
Unless you have an urgent need for liquidity, veteran traders will be sitting it out for this final, brief pre-swap spell. This morning's blog is being posted now, in the final days before the stock-swap, as an advance rebuttal for anyone who might later claim "we didn't know" (about the short time frame to the swap, and the HHSE valuation being established at substantially over $.03 / PPS).
For those of you hanging on... it's going to be an AMAZING Summer, followed by a consistent and accelerating momentum in revenues and results through the next few years. This is the "prize" that HHSE management has been working to achieve: a fully-reporting equity, substantial operational and marketing funding, and a slate of star-driven, high-profile movies to serve as revenue locomotives! Watch this space…” http://hannoverhousemovies.blogspot.com
WSJ Article Advocating China Movie Partnering Published Yesterday
https://www.wsj.com/articles/to-profit-in-china-hollywood-finds-only-one-audience-matters-investors-1497883975
Interesting article saying that if you want to be successful in the Chinese market, you need to have someone who knows how to market in China and has the connections to work through their difficult system. Basically movies that are backed by Chinese investors can do very well there, even better than in the US, and it's more about using the system to their advantage than the movie itself. It appears this is the current blueprint Hannover House / Crimson is using by getting Chinese investors involved and making these connections.
Hannover House Inc (OTCMKTS:HHSE) Is A Microcap Runner
By Jarrod Wesson / in Momentum & Growth, Momentum Stocks, Stocks, Tech / on Tuesday, 23 May 2017
Hannover House Inc. (OTC:HHSE), the media company focused on production and distribution of feature films for theatres, home videos, and Video-On-Demand formats, has recently delivered interesting news that the market celebrated by pushing up its shares. Undoubtedly, the most substantial news is the merger with Crimson Forest Entertainment Group Inc. (OTCMKTS:CRIM). But, the share price started its uptrend a little before its announcement, thus we will cover some other news that will help justify the company’s recent growth along with its financial situation. Have a look at the recent price action.
Business
Hannover House, Inc. is a Wyoming Corporation. According to the most recent corporate filing, the business entity was created in 1993 and has gone through many business combinations. The business objective of the firm is very well resumed in that document:
“The Company is actively involved with the production, acquisition and distribution of entertainment products into the USA and Canadian markets, including theatrical films, home video releases, rights licenses of films and videos to Video-On-Demand platforms and television, as well as book publishing (including printed editions and electronic “E-Book” formats).”
- Films and videos: The company acquires distribution rights from production companies or media companies and makes use of its recently formed multi-studio sales cooperative, Medallion Releasing, Inc. to perform sales & marketing functions on behalf of the owners. In 2010, thanks to the merger with Target Development Group, Inc, the company commenced using new titles being released under the Hannover House label, which, according to the company, is more lucrative.
- Books and E-Books: The same logic applies to the printed books and e-Books business. HHSE acquires publishing rights and sells and promotes the books. The margin of this business is higher than that of the the films and video business, but the upside potential is said to be not that high. In our opinion, it is good that the company has exposure to both businesses. At the end of the day, being more diversified diminishes the operating risk of the company.
Who are the customers? Given that the company distributes its products to the public, market participants would need to know whether the company collaborates with large chains. Yes, have a look at the most important customers of HHSE:
-Wal-MartStores, Inc.
– Netflix
According to the company, both of them represent 15% of the total revenue of the company.
Recent Developments
Most of the company’s press releases are about deals with production companies. As we cannot cover them all, let us cite them so that investors can check if interested:
– On May 19, 2017, HHSE and North Carolina’s Atlantic & Pacific Film Studios will be working on a new venture
– On April 28, 2017, HHSE will be distributing contents for Producer Emsch Schneider of Austrian-based Illusions , Ltd.
– On March 24, 2017, HHSE signs a distribution contract with FilMart with Chinese streaming giant iQIYI
– On December 12, 2016, HHSE signs a deal with Director Jasmin Dizdars acclaimed World War II drama, “CHOSEN,”
In our opinion, the revenues that these distribution contracts will create in the future excited the market, which responded by pushing up the share price this year. The share price went from trading at the level of $0.01 to more than $0.03 recently. Additionally, the stock has become very popular on the message boards.
The merger
On April 26, 2017, it was announced that Crimson Forest Entertainment Group Inc. (OTC: CRIM) and Hannover House, Inc. (OTC: HHSE) would merge to create a larger independent distributor. Crimson was founded in 2010. The CEO of Hannover House, Eric Parkinson, said the following about the firm:
“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. 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”
We could find substantial information on the iHub financial forum about the merger. Some market participants seem to be quite excited about the firm and are posting information on this site. Additionally, in another press release, it was noted that the company may be able to be listed on the Nasdaq following the close of the merger:
“Upon regulatory approval of the corporate merger, shareholders in Hannover House, Inc. will receive shares in a newly rebranded Crimson Forest stock, which both companies feel will be positioned for uplifting to NASDAQ within a year.”
CONCLUSION
Hannover House has exploded up the charts this year as a result of several things. First, the company is signing a large amount of deals with production companies that may generate revenues in the future. Furthermore, the merger with Crimson will create a bigger company with more financial resources and may be uplisted to Nasdaq in the future. That was definitely appreciated by the market. Finally, we checked the annual report and saw that not only the company has been operating in the sector for long time, but has also signed contracts with relevant content distributors, such as Wall Mart and Netflix. To sum up, there is a lot to like in this company and it seems to be growing. So, we encourage investors to stay alert as its bull run looks set to continue. We will be updating our subscribers as soon as we know more. For the latest updates on HHSE, sign up below!
https://www.insiderfinancial.com/hannover-house-inc-otcmktshhse-is-a-microcap-runner/123181/
Disclosure: We have no position in any of the securities mentioned and have not been compensated for this article.
HHSE
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https://relationshipscience.com/kuang-leong-anthony-lim-p3363663
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$HHSE - 10K LINK & CHART
http://stockcharts.com/h-sc/ui?s=hhse
HHSE 10-K Annual Report__3/31/17:
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
$HHSE - CANDLESTICK CHART
http://stockcharts.com/h-sc/ui?s=hhse
[] 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.
NO DILUTION means NO EASY COVER either!!
More details & ALL links for SELF-VERIFICATION here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131643672
NEXT UP:
[] "Where's the Dragon?"
[] Redbull Media's "Ride United"
[] "Blood Feast"
[] "The Legend of Wu Kong"
//www.youtube.com/watch?v=FocgorxXrv8
North American release SET FOR the following month:
http://hannoverhousemovies.blogspot.com/2017/04/update-on-extraordinary-mission-and-cmc.html
HHSE TRENDING:
[] NO DILUTION since 2015
tinyurl.com/lkmbg5g
[] Exceptional NEW Partners
http://tinyurl.com/metbzsl
[] Experienced Industry Focused Management
http://tinyurl.com/mr6ojev
[] A Brighter Future with NEW Revenues
http://tinyurl.com/m3kowkm
[] & an improving Long-Term CHART as well:
http://tinyurl.com/kshcrta
$HHSE @ CANNES FILM FESTIVAL 2016 & 2017
http://hannoverhousemovies.blogspot.com/2017/05/what-difference-year-makes-brisk-cannes.html
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.
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/form8-k.htm
EXHIBIT 1.1
Short Form Memorandum of Understanding (“MOU”)
Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex1-1.htm
EXHIBIT 2.1
Crimson Forest and Hannover House
Initiate Corporate Merger to Become Major Independent Distributor
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex2-1.htm
https://www.sec.gov/cgi-bin/browse-edgar?company=crimson+forest&owner=exclude&action=getcompany
MERGER; HHSE/CRIM; Multiple Companies DD/LInks:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=130887121
$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.
http://hannoverhousemovies.blogspot.com/
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 $1B SAMCORP CAPITAL enterprises, & CANNES FILM FESTIVAL beginning next week, HHSE & CRIM appear intent on delivering another "SHOCK WAVE" to market...
For those who see debt-converters (JSJ, hedge-funds & others) responsible for price-boxing, shorting & maintaining price containment (for the 6-YEAR+ downtrend-channel in HHSE); they may rejoice in the UPTREND: Which may yet trigger a veritable "BLOOD FEAST" on shares,... as the HHSE-stock appears poised to SURGE in CORRECTION!!
As HHSE transitions into CANNES, "WHERE'S THE DRAGON?" will come into view as NEW ANNOUNCEMENTS are made, partners revealed, & shareholders "RIDE UNITED" into further UPSIDE....
Meanwhile, expect a "MELTDOWN" on the interwebz as HHSE continues to expand on their vision, business plan, merger, new partnerships, & emerges a strengthened, improved, & a more valuable property...
8-K: Hannover House / Crimson Forest MERGER Agreement:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131294683
FILING-5/4: Legal Proceedings Settlement(s), VODwiz Hires/New Structures, MERGER/DD:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=131276480
HHSE
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$HHSE - 10K LINK & CHART
http://stockcharts.com/h-sc/ui?s=hhse
HHSE 10-K Annual Report__3/31/17:
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
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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.
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/form8-k.htm
EXHIBIT 1.1
Short Form Memorandum of Understanding (“MOU”)
Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex1-1.htm
EXHIBIT 2.1
Crimson Forest and Hannover House
Initiate Corporate Merger to Become Major Independent Distributor
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex2-1.htm
https://www.sec.gov/cgi-bin/browse-edgar?company=crimson+forest&owner=exclude&action=getcompany
MERGER; HHSE/CRIM; Multiple Companies DD/LInks:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=130887121
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$HHSE_NEWS__Corporate Merger__Major_Independent_Distributor
--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 $20-million dollar action thriller feature "Shockwave" starring Andy Lau and Jiang Wu. The film will be co-released together with CMC Pictures in North America next month.
Under the newly merged company, the board of directors will be comprised as follows: Jonathan Lim (Chairman), Eric Parkinson (CEO), Fred Shefte (President) and Tom Sims (V.P. Sales). The existing offices for Hannover House, Inc. and its affiliate Medallion Releasing, Inc. in Fayetteville, Arkansas will remain as the primary distribution operations office. The Los Angeles offices for Crimson Forest will serve as the company's corporate and production headquarters, and the Crimson Forest office in Shanghai, China, will continue to operate as the finance office for the funding of new productions and releasing costs. Crimson Forest is also negotiating for the acquisition of other, complementary media companies to add to the enhanced distribution entity. Included in the corporate merger are Hannover House affiliates, Medallion Releasing, Inc. and Bookworks, Inc., respectively handling theatrical and publishing ventures.
For more information, contact ERIC PARKINSON, Hannover House, Inc. / Medallion Releasing, Inc., 479-521-5774 or 818-481-5277, Eric@HannoverHouse.com.
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$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.
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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.
http://hannoverhousemovies.blogspot.com/
CANNES Film Festival is likely to provide a WONDERFUL PLATFORM for BROADCASTING further HHSE business, prospects & overseas developments!!
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$HHSE_The LONG-TERM Charts INFORM the shorter-term trends. And, what we KNOW about charts, charting & technical analysis in general is: The LONGER a stock has been in a particular-trend; the HARDER, STRONGER & typically MORE POWERFUL the CORRECTION!!
HHSE has been LOCKED into a downtrend channel for 74mos, ~2,250 days, or ~322 weeks, & has been ACCUMULATED ALL THIS TIME by long-term shareholders. A rarity in the OTC for sure. Even NOW one may consult a chart & find the accumulation continues on HHSE as the price moves into an uptrend correction. And with NO DILUTION in HHSE for ~2yrs now the stock is poised to REFLECT a higher valuation without any outside selling pressures.
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$HHSE-shows massive shareholder-ACCUMULATION
Corporate Updates on Merger Events / Resolutions
Good afternoon HHSE Friends & Followers - In anticipation of our pending merger approval, HHSE has been working with our attorneys and key creditors on the final resolution of some of old issues that have been fuel for stock critics - but which were never material threats to the operations of our business. Here's a quick recap of some recently resolved matters and pending transactions:
1). TCA GLOBAL MASTER FUND - as stated previously in this blog, a settlement was made with TCA to fully close all maters... well it's finally been filed with the courts in Florida... as the court-recorded documentation of settlements sometimes occurs weeks / months after the deals are made. In any event, HHSE stock certificate #1530, issued June 18, 2013 as collateral for the TCA Investment Advisory Fee has been cancelled, and these 10-million shares will be returned as unissued treasury stock.
2). JSJ INVESTMENTS - Principal terms of a settlement are expected this week, based upon communications between attorneys.
3). ANDERSONS P&A - Principal terms of a settlement are expected this week, based upon direct communications with the lenders.
4). BEDROCK VENTURES - Company has engaged counsel to re-open the case under Arkansas Law, as compelling evidence exists to have the California matter vacated.
5). AMITYVILLE ASYLUM - New counsel has been engaged in this matter, which is expected to be settled (or adjudicated) by June 27.
A separate Blog Posting on Merger activities with Crimson Forest is being prepared for later today.
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UPDATE: Greetings HHSE Friends. The update planned for Tuesday got hijacked by some post-merger funding details that monopolized managerial time for the past two days. As alluded to in some of our recent, prior blogs and filings, five significant media players (all China-based) will be conducting various financing transactions "post-merger" that will provide production funds, releasing funds and operational resources. It is our belief that the balance-sheet value and revenue benefits from these various transactions will not only transform the company, but will also elevate the business to a level of qualifying for the NASDAQ exchange.
Meanwhile, here are some quick updates for those issues which we are authorized or empowered to disclose at this time:
1). MERGER APPROVAL - we have not received any regulatory feedback that would indicate any issues, delays or problems with the valuation methodology and the stock-for-stock swap. We have separately applied for a Crimson ticker symbol change, and are awaiting word on that matter as well.
2). DTC / STOCK FOR STOCK SWAP - Our advisors tell us that HHSE shareholders will not need to do anything in order for each of them to receive Crimson Forest shares on the date of the stock-for-stock swap. Crimson shares are DTC (electronic) and this will avoid the prior issues some shareholder incurred regarding paper certificates from HHSE.
3). PREMIUM VALUATION - as structured, HHSE shareholder will receive Crimson shares at a significant premium value-to-market. We cannot disclose the percentage structure until we receive full-regulatory approval. However, the bottom line is that a shareholder owning "$X" worth of HHSE shares will receive "$X++" of newly re-branded Crimson shares.
4). CRIMSON SHARE SUPPORT - Contemporaneous with the merger, several of the China-based affiliates will be buying blocks of Crimson stock on the public markets. It is our belief that this will further support the Crimson share price and result in an even greater appreciation of value for HHSE shareholders.
5). POST MERGER ACTIVITIES - Besides the launch of several high-profile theatrical productions post-merger, the newly re-branded Crimson-HHSE will be (finally!) launching the VODWIZ portal, and embarking on three, very exciting new distribution ventures involving North American activities, International Sales, and Theatrical Distribution in China. It is our belief that these significant post-merger activities will have a dramatic impact on the company's revenues, visibility and valuation.
6). TIME FRAME - we believe that we are only days away from completion of the tasks that are required for the regulatory approval of the stock-for-stock swap, and the physical share exchange. However, as this time frame is driven by outside agencies, we cannot provide a more specific prediction of the precise day that all of this will be completed.
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“Be patient, my friends and you will be rewarded
Good morning HHSE Friends & Followers - As the days turn into weeks, some shareholders have lost patience awaiting the final closure of the impending CRIMSON FOREST-HHSE Merger and how that will impact the bottom-line value of their HHSE shares.
We can state unequivocally that the value of the HHSE shares post-merger is substantially over the $.03 / PPS level - and furthermore state that following a lengthy telephone call with FINRA on Monday, that the few, remaining issues impacting the final step (the stock-for-stock swap) are being resolved and will promptly remove any final impediments to the stock exchange.
For those of you who have grown impatient and feel you must sell-sell-sell now, we bid you farewell and safe journeys. But we also have an obligation to disclose that the stock-for-stock swap is based on a much higher value to HHSE shareholders (regardless of the temporary, day-to-day variations of the current trading price). Selling now will only hurt those particular sellers, who we suspect may feel rather foolish in the coming days. As the merger is structured, HHSE shareholders are being issued newly re-branded Crimson shares based on the predetermined level of the company's assets... not based on the momentary trading price of the HHSE stock prior to the swap.
Unless you have an urgent need for liquidity, veteran traders will be sitting it out for this final, brief pre-swap spell. This morning's blog is being posted now, in the final days before the stock-swap, as an advance rebuttal for anyone who might later claim "we didn't know" (about the short time frame to the swap, and the HHSE valuation being established at substantially over $.03 / PPS).
For those of you hanging on... it's going to be an AMAZING Summer, followed by a consistent and accelerating momentum in revenues and results through the next few years. This is the "prize" that HHSE management has been working to achieve: a fully-reporting equity, substantial operational and marketing funding, and a slate of star-driven, high-profile movies to serve as revenue locomotives! Watch this space…” http://hannoverhousemovies.blogspot.com
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