MEGA Brands' shareholders approve arrangement with Mattel

Apr 23, 2014, 12:33 ET from MEGA Brands Inc.

MONTREAL, April 23, 2014 /PRNewswire/ - MEGA Brands Inc. (TSX: MB) ("MEGA" or the "Corporation") today announced that its shareholders (the "Shareholders") have approved a resolution authorizing the previously announced plan of arrangement (the "Arrangement") providing for, among other things, the acquisition by Mattel-MEGA Holdings Inc., a wholly-owned subsidiary of Mattel, Inc., of all of the outstanding common shares in the capital of MEGA for cash consideration of CA$17.75 per common share.

The Arrangement resolution required the approval of at least two-thirds of the votes cast by Shareholders and a simple majority of the votes cast by Shareholders other than Marc Bertrand and Vic Bertrand (together, the "Interested Shareholders"), in each case present in person or represented by proxy at the special meeting of Shareholders held today (the "Special Meeting").

The Arrangement resolution was approved by 99.96% of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting (including 99.96% of the votes cast by Shareholders other than the Interested Shareholders).

The Arrangement is also subject to the approval of the Superior Court of Québec (Commercial Division) at a final hearing which is scheduled to be held on April 25, 2014 at the Montréal Courthouse in Montréal, Québec at 9:30 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed shortly thereafter once all closing conditions have been satisfied or waived, including without limitation, court approval as set forth above.

Earlier this month, the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") expired. The expiration of the waiting period means that the parties under the Arrangement have satisfied the regulatory requirements pursuant to the HSR Act.

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 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.