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HAS > SEC Filings for HAS > Form 8-K on 4-Jan-2008All Recent SEC Filings

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Form 8-K for HASBRO INC


4-Jan-2008

Other Events


Item 8.01 Other Events

On January 4, 2008 Hasbro, Inc. ("Hasbro") and Cranium, Inc., a Washington corporation ("Cranium") issued a press release announcing that Hasbro, along with Sunshine Acquisition Corporation, which is a wholly-owned subsidiary of Hasbro ("Acquisition Subsidiary"), had entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with Cranium. The press release is furnished as an exhibit to this Current Report on Form 8-K and is incorporated herein.

Pursuant to the Merger Agreement, Acquisition Subsidiary will merge with and into Cranium, and Cranium will become a wholly-owned subsidiary of Hasbro. The consummation of the transactions contemplated by the Merger Agreement is subject to specified closing conditions, including the approval of Cranium's shareholders and obtaining necessary consents. Pursuant to the Merger Agreement, Hasbro will pay a base purchase price of $77.5 million in cash, which amount is subject to adjustment either up or down based upon the value of Cranium's net assets on the closing date. The purchase price will be divided between repayment of Cranium's outstanding debt and payment to Cranium's shareholders.

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