CRIMSON FOREST ENTERTAINMENT GROUP INC. (OTCMKTS:CRIM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
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
Exhibit1.1 to this Current Report on Form8-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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 |
Memorandum of Understanding covering the intention to merge operations, assets, current and future activities and stock of Crimson Forest Entertainment Group, Inc. with the operations, assets, current and future activities and stock of Hannover House, Inc. |
|
| 2.1 | Joint press release dated April 26, 2017 |
About CRIMSON FOREST ENTERTAINMENT GROUP INC. (OTCMKTS:CRIM)
Crimson Forest Entertainment Group Inc., formerly known as East Shore Distributors, Inc., is a global independent motion picture studio that finances, produces and acquires theatrical feature films and televisions series. The Company was previously engaged in the business of distributing a range of consumer products. The Company’s portfolio includes documentary, films, MTV, series, television (TV) programs and TVCS. Its documentary includes frames; films include My Lucky Star, Bull Brothers, Slam and The Jeezles; MTV include Uh Oh and series include Zhao Dami, Ginseng Vs. Alien, Jeezleland and Sofia’s Diary. The Company’s television programs include Made in NBA, Dr. Oz China, Body Wisdom, Variety Star Show, World Poker Tour, Sweet Mic Talent, MLW TWIB, My Dream and Aussino. Its TVCS include Bimbo, BAO Feng, OPPO/NBA, Minsheng bank and Super Squeezies. CRIMSON FOREST ENTERTAINMENT GROUP INC. (OTCMKTS:CRIM) Recent Trading Information
CRIMSON FOREST ENTERTAINMENT GROUP INC. (OTCMKTS:CRIM) closed its last trading session 00.00 at 1.00 with 100 shares trading hands.