MEGA Brands announces two independent proxy advisory firms recommend voting in favour of the arrangement

Special Meeting of Shareholders to be held on April 23, 2014 to approve the announced Plan of Arrangement

MONTREAL, April 14, 2014 /PRNewswire/ - Mega Brands Inc. (TSX: MB) ("MEGA" or the "Corporation") today announced that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), two leading independent proxy advisory firms have both recommended that MEGA shareholders vote FOR the previously announced arrangement (the "Arrangement") providing for, among other things, the acquisition by Mattel-Mega Holdings Inc. (the "Purchaser"), a wholly-owned subsidiary of Mattel, Inc. ("Mattel"), of all of the outstanding common shares in the capital of MEGA for cash consideration of CA$17.75 per common share.

ISS summarized its recommendation FOR the Arrangement as follows: "The Arrangement is the result of arm's length negotiations between MEGA Brands and the Purchaser. The Arrangement makes strategic sense. Mattel is the world's largest toy maker, but does not have a presence in construction sets [...] and the merger is strategically significant for Mattel. As far as the shareholders are concerned, they would benefit from the cash consideration paid at a reasonable premium [...] Shareholder support is warranted."

Glass Lewis summarized its recommendation FOR the Arrangement as follows: "Notably, after extensive negotiations with Mattel, the Corporation concluded that the share consideration was the highest price that could be obtained from Mattel and that further negotiations could have caused Mattel to withdraw its proposal, thereby leaving shareholders without an opportunity to evaluate and vote in respect of the Arrangement. The companies held talks for more than six months before entering into the proposed agreement [...] The merger value per share represents a premium of 36% to the closing trading price of the shares of CA$13.07 on February 27, 2014, the last trading day prior to the date of the announcement of the Arrangement, and a premium of approximately 32% over the 30-day volume weighted average price of CA$13.45 per share on the TSX, up to and including February 26, 2014. We further note that the agreement nears the three-year high trading price for the Corporation's shares."

The Special Meeting of Shareholders of the Corporation (the "Special Meeting") to consider the proposed Arrangement will be held at the offices of Osler, Hoskin & Harcourt LLP located at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec, H3B 4W5, on Wednesday, April 23, 2014 at 9:00 AM (Eastern Time). The record date for voting at the Special Meeting is March 18, 2014.

The Board of Directors has unanimously approved the Arrangement and recommends that shareholders vote FOR the Arrangement.

Your vote is important regardless of the number of shares you own. Shareholders who have questions or require assistance in voting their proxy may direct their inquiry to the Corporation's proxy solicitation agent, CST Phoenix Advisors, toll-free in North America at 1-800-330-8705 or by email at inquiries@phoenixadvisorscst.com.

Shareholders are urged to carefully review the management information circular of the Corporation dated March 24, 2014 and accompanying materials as they contain important information regarding the Arrangement and its consequences to MEGA shareholders.

How to Vote

MEGA shareholders are urged to vote today using the methods below.

Registered shareholders

Shareholders who have physical certificates representing their shares may vote by telephone, fax, mail or via the Internet.

To vote by telephone, call 1-888-489-7352 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.cstvotemyproxy.com and enter your Control Number listed on the proxy and follow the voting instructions on the screen. Shareholders may also fax their proxy to 1-866-781-3111 (Canada and the United States) or return the proxy form completed in the prepaid envelope provided. If you vote by telephone or via the Internet, do not complete or return the form of proxy.

Non-registered shareholders

Shareholders who hold their shares through a broker or other intermediary may vote by telephone, fax, mail or via the Internet.

To vote by telephone, call 1-888-489-7352 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.cstvotemyproxy.com and follow the instructions on the screen. Shareholders may also fax their proxy at 1-866-781-3111 or return the proxy form completed in the prepaid envelope provided.

About MEGA Brands

MEGA Brands Inc. (TSX: MB) is a trusted family of leading global brands in construction toys, games & puzzles and arts & crafts. They offer engaging creative experiences for children and families through innovative, well-designed, affordable and high-quality products. MEGA Brands includes Mega Bloks, Rose Art, MEGA Puzzles, MEGA Games and Board Dudes. Visit http://www.megabrands.com for more information.

Cautionary Note and Forward-Looking Statements

This press release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Corporation's business or financial objectives, the completion of the Arrangement, the Corporation's strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business.

For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Corporation's Management Discussion and Analysis for the fiscal year ended December 31, 2013 filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Corporation's expectations as at the date of this press release and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

SOURCE MEGA Brands Inc.



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