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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Crown Media Holdings - Class A (MM) | NASDAQ:CRWN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.07 | 0 | 01:00:00 |
a.
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☐
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☐
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A tender offer.
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d.
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☒
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$175,691,621.00
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$17,692.15
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*
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Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The transaction value was calculated by multiplying the per share merger consideration of $5.05 by the 34,790,420 shares of Class A Common Stock held by persons other than those filing this Schedule 13E-3 (such 34,790,420 shares represent 359,675,936 shares, the total number of shares of Crown Media Holdings, Inc. Class A Common Stock outstanding as of March 10, 2016, less the 324,885,516 shares of Class A Common Stock beneficially owned by Hallmark Cards, Incorporated).
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, was calculated by multiplying $175,691,621.00 by 0.0001007.
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☒ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $17,692.15
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Filing Party: Hallmark Cards, Incorporated
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Form or Registration No.: Schedule 13E-3
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Date Filed: March 11, 2016
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- | Merger Sub was merged with and into Crown, with Crown as the surviving corporation; |
- | Crown became a wholly-owned direct subsidiary of HCC and, thereby, a wholly-owned indirect subsidiary of Hallmark; |
- | each issued and outstanding share of Crown Class A common stock, par value $0.01 per share (the “Shares”) (except for Shares (i) held by stockholders of Crown who properly exercise their statutory appraisal rights under Section 262 of the DGCL and (ii) held by one of the Filing Persons immediately prior to the Merger), was immediately cancelled and converted into the right to receive $5.05 in cash, without interest; and |
- | all Shares held by Crown and by HCC were extinguished, and each share of capital stock of Merger Sub issued and outstanding was converted into one validly issued, fully paid, and non-assessable share of Class A common stock of Crown. |
HALLMARK CARDS, INCORPORATED
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By:
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/s/ James Shay
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Name:
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James Shay
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Title:
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Executive Vice President-Chief Financial Officer
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H.A., LLC
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By:
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/s/ Brian E. Gardner
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Name:
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Brian E. Gardner
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Title:
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Vice President
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HMK HOLDINGS INC.
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By:
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/s/ Brian E. Gardner
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Name:
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Brian E. Gardner
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Title:
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Vice President
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H C CROWN, LLC
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By:
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/s/ Deanne R. Stedem
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Name:
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Deanne R. Stedem
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Title:
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Vice President
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1 Year Crown Media Holdings - Class A (MM) Chart |
1 Month Crown Media Holdings - Class A (MM) Chart |
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