MERGER; Shareholders Substantial Premium Summary
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Posted On: 04/22/2017 3:18:07 PM
MERGER[/u][/i]; 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):
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):
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