Hallmark Plans to Take Crown Media Private

Crown Media Holdings Inc. (NASDAQ: CRWN) shares saw a small bump on Wednesday after another company announced that it has decided to acquire Crown. After some careful consideration, Hallmark has decided that it will acquire all outstanding common stock from Crown that was not already owned by Hallmark through a short-form merger.

Hallmark plans to acquire Crown for the price of $5.05 per share. which values the transaction at about $1.75 billion.

Hallmark is engaging in the short form merger in order to realize benefits from its ownership of Crown that are unavailable to it while Crown remains a public company with minority stockholders.

Also, as the owner of more than 90% of Crown’s outstanding stock, Hallmark has a right to effect a short form merger under Delaware law without any action or consent by Crown’s board of directors or the approval of the holders of unaffiliated shares.
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So far in 2016, Crown has underperformed the broad markets, with the stock down 12%. However, in the past 52 weeks the stock is up 35%.

Shares of Crown trading up 3.5% at $5.10 on Wednesday, with a consensus analyst price target of $4.25 and a 52-week trading range of $3.58 to $6.16.