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Saturday, April 22, 2017 3:47:31 PM
Multiple Companies MERGER; Shareholders Substantial Premium Summary
March 31, 2017
HHSE 10-K Merger Disclosure. $65,000,000 Production & Distribution Financing. NASDAQ Uplist. HHSE Shareholders Receive Substantial Premium & Maintain Control.
Item 11 A1-A6 – Supplemental Disclosures.
i). In a subsequent development occurring after the applicable time period covered in this filing, the Company and another fully registered public equity have mutually executed a letter of intent agreement for a corporate merger which will have significant impact to the financial strength, operations, profile and activities of the Company. The merger – which has been contemplated as a stock-for-stock swap, with Hannover House, Inc. shareholders collectively maintaining a majority stock interest and control – is a key structural element to accommodate the placement of an initial $65-mm in production and distribution financing arranged for by the merger partner. The Company and merger partner anticipate that the merger shall become effective following certain regulatory compliances and the remittance of specified payments to Company – both of which events are anticipated to be resolved on or before April 14, 2017. Management feels that this proposed merger will provide an immediate and significant premium value to HHSE shareholders, as well as position the Company to fill the currently open market niche’ for a domestic studio focusing on high-quality, mid-level theatrical features (with movies of the budgetary cost and commercial appeal such as “Get Out”, “Little Miss Sunshine”, “Lion” – e.g., quality independent films with budgets of $3-mm to $7-mm and USA box office values approaching $100-mm). Corporate counsel has advised management that the Company shall be obligated to disclose the merger partner and principal terms of the merger at such time that the legality and logistics of this proposed merger structure are determined to be acceptable, which issues are currently under review and are anticipated to be resolved on or before April 14, 2017. Upon formal closure of this corporate merger, as presently structured and anticipated by counsel and advisors, Company shall be a fully registered, fully reporting equity, with DTC approved stock trading and the opportunity to quickly uplist to NASDAQ.
HHSE Merger Disclosure in Bullet Points
* HHSE and another fully registered public equity.
* Mutually executed a letter of intent agreement for a corporate merger
* Significant impact to the financial strength, operations, profile and activities of HHSE
* Contemplated as a stock-for-stock swap
* Hannover House, Inc. shareholders collectively maintaining a majority stock interest and control
* INITIAL (might be more) $65-mm in production and distribution financing arranged for by the merger partner.
* Both partners anticipate that the merger shall become effective following certain regulatory compliances and the remittance of specified payments to Company – both of which events are anticipated to be resolved on or before April 14, 2017.
* Immediate and significant premium value to HHSE shareholders
* Position the Company to fill the currently open market niche’ for a domestic studio focusing on high-quality, mid-level theatrical features (with movies of the budgetary cost and commercial appeal such as “Get Out”, “Little Miss Sunshine”, “Lion” – e.g., quality independent films with budgets of $3-mm to $7-mm and USA box office values approaching $100-mm)
* Merger currently under review and is anticipated to be resolved on or before April 14, 2017
* Upon Merger Closure, Company shall be a fully registered, fully reporting equity, with DTC approved stock trading and the opportunity to quickly uplist to NASDAQ
HHSE 10-K Annual Report (Page 22):
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
April 16, 2017
HHSE BLOG: Merger Legal Issues were Resolved by April 14.
Resolution of legal issues / concerns impacting new funding and structure for HHSE. As forecasted within the year-end filing (period ended 12-31-2016) certain legal issues impacting the structure and receipt of substantial new funding for HHSE were resolved as of last Friday (April 14).
http://hannoverhousemovies.blogspot.com/2017/04/resolution-of-legal-issues-concerns.html
April 17, 2017
HHSE BLOG: - Merger Details Discussed. Multiple Companies Merge, Partnerships.
Last Month, on March 10 specifically, Hannover House managers signed a letter-of-intent to join with another publicly-traded company, two private companies and a major studio distribution partner, to create a new structure that addresses each of the Ten Essential Trends described above, and which we feel will bring substantial value to our shareholders.
Over these past five weeks, the legal, operational and structural changes that are required to effectively launch such an ambitious merger have been in motion. The two privately held companies will join with the two publicly-traded companies into an overall venture that is fully reporting, fully registered, and sufficiently funded to allow for a realistic pursuit of a NASDAQ listing. This venture involves the placement of approximately sixty-five million dollars (USD $65,000,000) from pre-existing international presales and feature film private investor commitments, and will provide us with both the high-end “major” titles as well as the first two-years of the “mid-level” theatrical titles. Due to availability of State and Federal incentives and rebates on the productions, the company will also be well funded with theatrical releasing resources – as well as earning lucrative production company service fees upfront. A major studio partner will handle most of the domestic home video and V.O.D. activities (excluding VODWIZ.TV) as well as international sales through their existing distribution units in over 100 territories worldwide.
Upon regulatory approval, existing Hannover House shareholders will receive a significant premium-to-market redemption, and overall, the Hannover House shareholders will retain a majority control in the combined entities.
Over the next few days, details of the venture partners will be released through mutual public announcements. As the merger L.O.I. contains performance triggers (including specific funding requirements and regulatory approvals), Hannover House has honored the temporary, proprietary confidences imposed on all parties - as is customary for a venture that involves four separate companies and a major studio distribution partner.
For the principal venture parties involved in this new structure, we all feel that this is a marriage in which the whole is greater than the sum of the parts. The consensus is that this is the “launch moment” for a truly significant entertainment company… and a move that will bring substantial value to all of our shareholders.
We wish to thank the company’s many patient, “long” shareholders, and we are excited that you will be rewarded for your loyalty and support as we have navigated a winning plan in this evolving media sector. The new management team includes some of the industry’s most respected and successful executives, and our future as a successful, independent studio and media distributor is bright. Watch for updates on this BLOG, including advance notification of Form 8 Information Statement Filings.
http://hannoverhousemovies.blogspot.com/2017/04/the-beginning-of-something-truly.html
April 20, 2017
HHSE BLOG - Merger Regulatory Approvals (FINRA, SEC) Expected About May 1st
As stated previously, the HHSE Merger activities are expected to have regulatory approvals on or about Monday, May 1st - 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.
Very exciting times...
http://hannoverhousemovies.blogspot.com/2017/04/hhse-nears-final-completion-of-wheres.html
HHSE ANNOTATED-CHARTS PREDICTING HIGHER & WHY:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=130656892
HHSE/Asian(Chinese) Venture Partners, Nine (9) Films Connections:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=130631832
Crimson Forest Films Team, About, Contact, Nevada SOS
OUR TEAM
Eric Parkinson - President/CEO
Parkinson is an entertainment industry veteran with more than 30-years of experience in the film production and distribution arenas. Prior to purchasing Truman Press, Inc., d/b/a “Hannover House” in 2002, Parkinson had served as the Chairman and C.E.O. of Hemdale Communications, Inc., a NASDAQ traded entertainment company, as well as senior executive level positions with Plaza Entertainment, Inc. and A.I.P. Studios. Parkinson has released more than 900 titles to the North American home video marketplace, with a dozen #1 national best-sellers, including “Terminator”, “Little Nemo” and the “1984 Summer Olympic Highlights.” Parkinson studied film production and communications at the University of Kansas and the University of Arkansas, where he has also served as a guest lecturer on film production and distribution. On the production side, Parkinson has served as producer (or executive producer) on more than sixty feature films or television programs.
Jonathan Lim - Chairman
Jonathan Lim has more than 15 years of experience in the entertainment business in China where he produced and managed numerous film & television projects. Mr. Lim is a graduate of both New York and Beijing Film Academy and his first feature film “SLAM” was distributed by Sony Pictures Television International and CCTV China. Other notable projects include Sony Pictures Television International China’s remake of “Sofia’s Diary,” an interactive Web series that had over 100 million views, and the localized launch for China of the “Dr. Oz” show. Mr. Lim was also the creator/producer of “Made in NBA” a weekly television show for the NBA for over eight years that was broadcast over 40 channels in Mainland China. Jonathan Lim has recently completed the first Hawaii-China co-production a mystery/thriller/romance titled “Pali Road” a romantic thriller starring Taiwanese Superstar Michelle Chen, Twilight’s Jackson Rathbone and the Fast & Furious Sung Kang.
Fred Shefte - CEO
As a licensed attorney in California, Shefte worked his way up to a partnership position at one of the top law firms in San Diego (Seltzer Caplan) before moving into private-practice as an entrepreneur and Wal-Mart vendor. Shefte obtained his law degree from Vanderbilt University, and undergraduate degree at Trinity University. Due to his specialized knowledge of financial services and estate planning, Shefte also worked as an adjunct professor for the Sam Walton School of Business at the University of Arkansas while also working as a Bank Trust Officer. Shefte has negotiated over 100 rights license agreements and has assisted in the release of more than 65 titles.
Tom Sims - Vice President Sales
Tom Sims is a highly respected and proven executive with over 20-years of experience in the home video industry. For more than ten years, Sims was the Video Manager for Anderson Merchandisers, coordinating the nationwide sales and placement of video products into Walmart Stores, Inc. He accepted the position as Senior Director of National Accounts for Vivendi (Universal) in 2004, and in 2009 became the Vice President of Corporate Development for Allegro Media Group. As Vice President of Sales for Hannover House, Inc., Sims will be coordinating and managing the release strategies and sales solicitation for all consumer products and domestic media, including DVDs, Blu-Rays, Video-On-Demand, Television and Books.
http://crimsonforestentertainment.com/our-team/
ABOUT US
Crimson Forest Films is a theatrical and home entertainment distribution label that specializes in bringing top content in film & television to around the world. Crimson Forest Film’s titles can be seen across a variety of platforms, including theatrical, digital, subscription and cable VOD, packaged media and broadcast television. Crimson Forest Film’s corporate headquarters is in Los Angeles, California with offices in Shanghai, China.
Hannover House was established in 1993 and has grown steadily into one a recognized and respected brand name for quality, independent feature film and television programming. It distributes, produces and acquires specialty films such as documentaries, independent and art films in the United States and internationally. Principal offices, warehousing and production facilities for Hannover House are located in Springdale, Arkansas, near the world headquarters for Wal-Mart Stores, Inc.
CONTACT
CFF Los Angeles
8335 Sunset Blvd
Suite 328
West Hollywood
CA 90069
USA
Tel: (323) 337 9089
CFF Shanghai
500 Yun Jin Road
Level 8 Greenland Hui Centre Tower B,
Suite 888
Shanghai 200232 China
Tel: (8621) 3368 8938
Hannover Springdale
300 N. College
Suite 311
Fayetteville, AR 72701
USA
Tel: (479) 521-5775
http://crimsonforestentertainment.com/contact-us/
Crimson Forest Films @ Nevada Secretary of State:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=4w8Pw6ZG%252fOCREA94mqHgaQ%253d%253d&nt7=0
Daily (Short Term)
Weekly (Long Term)
HHSE
March 31, 2017
HHSE 10-K Merger Disclosure. $65,000,000 Production & Distribution Financing. NASDAQ Uplist. HHSE Shareholders Receive Substantial Premium & Maintain Control.
Item 11 A1-A6 – Supplemental Disclosures.
i). In a subsequent development occurring after the applicable time period covered in this filing, the Company and another fully registered public equity have mutually executed a letter of intent agreement for a corporate merger which will have significant impact to the financial strength, operations, profile and activities of the Company. The merger – which has been contemplated as a stock-for-stock swap, with Hannover House, Inc. shareholders collectively maintaining a majority stock interest and control – is a key structural element to accommodate the placement of an initial $65-mm in production and distribution financing arranged for by the merger partner. The Company and merger partner anticipate that the merger shall become effective following certain regulatory compliances and the remittance of specified payments to Company – both of which events are anticipated to be resolved on or before April 14, 2017. Management feels that this proposed merger will provide an immediate and significant premium value to HHSE shareholders, as well as position the Company to fill the currently open market niche’ for a domestic studio focusing on high-quality, mid-level theatrical features (with movies of the budgetary cost and commercial appeal such as “Get Out”, “Little Miss Sunshine”, “Lion” – e.g., quality independent films with budgets of $3-mm to $7-mm and USA box office values approaching $100-mm). Corporate counsel has advised management that the Company shall be obligated to disclose the merger partner and principal terms of the merger at such time that the legality and logistics of this proposed merger structure are determined to be acceptable, which issues are currently under review and are anticipated to be resolved on or before April 14, 2017. Upon formal closure of this corporate merger, as presently structured and anticipated by counsel and advisors, Company shall be a fully registered, fully reporting equity, with DTC approved stock trading and the opportunity to quickly uplist to NASDAQ.
HHSE Merger Disclosure in Bullet Points
* HHSE and another fully registered public equity.
* Mutually executed a letter of intent agreement for a corporate merger
* Significant impact to the financial strength, operations, profile and activities of HHSE
* Contemplated as a stock-for-stock swap
* Hannover House, Inc. shareholders collectively maintaining a majority stock interest and control
* INITIAL (might be more) $65-mm in production and distribution financing arranged for by the merger partner.
* Both partners anticipate that the merger shall become effective following certain regulatory compliances and the remittance of specified payments to Company – both of which events are anticipated to be resolved on or before April 14, 2017.
* Immediate and significant premium value to HHSE shareholders
* Position the Company to fill the currently open market niche’ for a domestic studio focusing on high-quality, mid-level theatrical features (with movies of the budgetary cost and commercial appeal such as “Get Out”, “Little Miss Sunshine”, “Lion” – e.g., quality independent films with budgets of $3-mm to $7-mm and USA box office values approaching $100-mm)
* Merger currently under review and is anticipated to be resolved on or before April 14, 2017
* Upon Merger Closure, Company shall be a fully registered, fully reporting equity, with DTC approved stock trading and the opportunity to quickly uplist to NASDAQ
HHSE 10-K Annual Report (Page 22):
https://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=168732
April 16, 2017
HHSE BLOG: Merger Legal Issues were Resolved by April 14.
Resolution of legal issues / concerns impacting new funding and structure for HHSE. As forecasted within the year-end filing (period ended 12-31-2016) certain legal issues impacting the structure and receipt of substantial new funding for HHSE were resolved as of last Friday (April 14).
http://hannoverhousemovies.blogspot.com/2017/04/resolution-of-legal-issues-concerns.html
April 17, 2017
HHSE BLOG: - Merger Details Discussed. Multiple Companies Merge, Partnerships.
Last Month, on March 10 specifically, Hannover House managers signed a letter-of-intent to join with another publicly-traded company, two private companies and a major studio distribution partner, to create a new structure that addresses each of the Ten Essential Trends described above, and which we feel will bring substantial value to our shareholders.
Over these past five weeks, the legal, operational and structural changes that are required to effectively launch such an ambitious merger have been in motion. The two privately held companies will join with the two publicly-traded companies into an overall venture that is fully reporting, fully registered, and sufficiently funded to allow for a realistic pursuit of a NASDAQ listing. This venture involves the placement of approximately sixty-five million dollars (USD $65,000,000) from pre-existing international presales and feature film private investor commitments, and will provide us with both the high-end “major” titles as well as the first two-years of the “mid-level” theatrical titles. Due to availability of State and Federal incentives and rebates on the productions, the company will also be well funded with theatrical releasing resources – as well as earning lucrative production company service fees upfront. A major studio partner will handle most of the domestic home video and V.O.D. activities (excluding VODWIZ.TV) as well as international sales through their existing distribution units in over 100 territories worldwide.
Upon regulatory approval, existing Hannover House shareholders will receive a significant premium-to-market redemption, and overall, the Hannover House shareholders will retain a majority control in the combined entities.
Over the next few days, details of the venture partners will be released through mutual public announcements. As the merger L.O.I. contains performance triggers (including specific funding requirements and regulatory approvals), Hannover House has honored the temporary, proprietary confidences imposed on all parties - as is customary for a venture that involves four separate companies and a major studio distribution partner.
For the principal venture parties involved in this new structure, we all feel that this is a marriage in which the whole is greater than the sum of the parts. The consensus is that this is the “launch moment” for a truly significant entertainment company… and a move that will bring substantial value to all of our shareholders.
We wish to thank the company’s many patient, “long” shareholders, and we are excited that you will be rewarded for your loyalty and support as we have navigated a winning plan in this evolving media sector. The new management team includes some of the industry’s most respected and successful executives, and our future as a successful, independent studio and media distributor is bright. Watch for updates on this BLOG, including advance notification of Form 8 Information Statement Filings.
http://hannoverhousemovies.blogspot.com/2017/04/the-beginning-of-something-truly.html
April 20, 2017
HHSE BLOG - Merger Regulatory Approvals (FINRA, SEC) Expected About May 1st
As stated previously, the HHSE Merger activities are expected to have regulatory approvals on or about Monday, May 1st - 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.
Very exciting times...
http://hannoverhousemovies.blogspot.com/2017/04/hhse-nears-final-completion-of-wheres.html
HHSE ANNOTATED-CHARTS PREDICTING HIGHER & WHY:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=130656892
HHSE/Asian(Chinese) Venture Partners, Nine (9) Films Connections:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=130631832
Crimson Forest Films Team, About, Contact, Nevada SOS
OUR TEAM
Eric Parkinson - President/CEO
Parkinson is an entertainment industry veteran with more than 30-years of experience in the film production and distribution arenas. Prior to purchasing Truman Press, Inc., d/b/a “Hannover House” in 2002, Parkinson had served as the Chairman and C.E.O. of Hemdale Communications, Inc., a NASDAQ traded entertainment company, as well as senior executive level positions with Plaza Entertainment, Inc. and A.I.P. Studios. Parkinson has released more than 900 titles to the North American home video marketplace, with a dozen #1 national best-sellers, including “Terminator”, “Little Nemo” and the “1984 Summer Olympic Highlights.” Parkinson studied film production and communications at the University of Kansas and the University of Arkansas, where he has also served as a guest lecturer on film production and distribution. On the production side, Parkinson has served as producer (or executive producer) on more than sixty feature films or television programs.
Jonathan Lim - Chairman
Jonathan Lim has more than 15 years of experience in the entertainment business in China where he produced and managed numerous film & television projects. Mr. Lim is a graduate of both New York and Beijing Film Academy and his first feature film “SLAM” was distributed by Sony Pictures Television International and CCTV China. Other notable projects include Sony Pictures Television International China’s remake of “Sofia’s Diary,” an interactive Web series that had over 100 million views, and the localized launch for China of the “Dr. Oz” show. Mr. Lim was also the creator/producer of “Made in NBA” a weekly television show for the NBA for over eight years that was broadcast over 40 channels in Mainland China. Jonathan Lim has recently completed the first Hawaii-China co-production a mystery/thriller/romance titled “Pali Road” a romantic thriller starring Taiwanese Superstar Michelle Chen, Twilight’s Jackson Rathbone and the Fast & Furious Sung Kang.
Fred Shefte - CEO
As a licensed attorney in California, Shefte worked his way up to a partnership position at one of the top law firms in San Diego (Seltzer Caplan) before moving into private-practice as an entrepreneur and Wal-Mart vendor. Shefte obtained his law degree from Vanderbilt University, and undergraduate degree at Trinity University. Due to his specialized knowledge of financial services and estate planning, Shefte also worked as an adjunct professor for the Sam Walton School of Business at the University of Arkansas while also working as a Bank Trust Officer. Shefte has negotiated over 100 rights license agreements and has assisted in the release of more than 65 titles.
Tom Sims - Vice President Sales
Tom Sims is a highly respected and proven executive with over 20-years of experience in the home video industry. For more than ten years, Sims was the Video Manager for Anderson Merchandisers, coordinating the nationwide sales and placement of video products into Walmart Stores, Inc. He accepted the position as Senior Director of National Accounts for Vivendi (Universal) in 2004, and in 2009 became the Vice President of Corporate Development for Allegro Media Group. As Vice President of Sales for Hannover House, Inc., Sims will be coordinating and managing the release strategies and sales solicitation for all consumer products and domestic media, including DVDs, Blu-Rays, Video-On-Demand, Television and Books.
http://crimsonforestentertainment.com/our-team/
ABOUT US
Crimson Forest Films is a theatrical and home entertainment distribution label that specializes in bringing top content in film & television to around the world. Crimson Forest Film’s titles can be seen across a variety of platforms, including theatrical, digital, subscription and cable VOD, packaged media and broadcast television. Crimson Forest Film’s corporate headquarters is in Los Angeles, California with offices in Shanghai, China.
Hannover House was established in 1993 and has grown steadily into one a recognized and respected brand name for quality, independent feature film and television programming. It distributes, produces and acquires specialty films such as documentaries, independent and art films in the United States and internationally. Principal offices, warehousing and production facilities for Hannover House are located in Springdale, Arkansas, near the world headquarters for Wal-Mart Stores, Inc.
CONTACT
CFF Los Angeles
8335 Sunset Blvd
Suite 328
West Hollywood
CA 90069
USA
Tel: (323) 337 9089
CFF Shanghai
500 Yun Jin Road
Level 8 Greenland Hui Centre Tower B,
Suite 888
Shanghai 200232 China
Tel: (8621) 3368 8938
Hannover Springdale
300 N. College
Suite 311
Fayetteville, AR 72701
USA
Tel: (479) 521-5775
http://crimsonforestentertainment.com/contact-us/
Crimson Forest Films @ Nevada Secretary of State:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=4w8Pw6ZG%252fOCREA94mqHgaQ%253d%253d&nt7=0
Daily (Short Term)
Weekly (Long Term)
HHSE
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