MONTREAL, May 6, 2013 /CNW Telbec/ - MEGA Brands Inc. (TSX: MB) (the "Corporation") announced today that as of the close of business on May 3, 2013,
23,142,800 common share purchase warrants (the "Warrants") issued under a warrant indenture dated January 28, 2010 (the "Warrant Indenture") have been exercised on a cashless basis pursuant to the previously
announced cashless exercise offer,on the terms and conditions set forth
in an offer letter to warrantholders (the "Offer Letter") and in the cashless exercise election form (such exercise, a "Cashless Exercise" and such offer, the "Offer") sent to warrantholders on April 5, 2013. The 23,142,800 Warrants
submitted for Cashless Exercise as of the close of business on May 3,
2013 represent 17.5% of the number of Warrants outstanding as of April
In addition, prior to the launch of the Offer, Fairfax Financial
Holdings Ltd. ("Fairfax") and Victor J. Bertrand, Sr. ("Mr. Bertrand") exercised the full amount of the Warrants they held and Trimark
Investments ("Trimark", together with Fairfax and Mr. Bertrand, the "Supporting Holders") exercised 33,978,000 of the Warrants it held. When the number of
Warrants exercised by the Supporting Holders is added to the number of
Warrants submitted for Cashless Exercise pursuant to the Offer as of
the close of business on May 3, 2013, the total number of Warrants
exercised as of such date is 131,472,800, which represents 54.8% of the
total number of Warrants outstanding as of March 26, 2013.
The Corporation wishes to remind warrantholders that the Offer will
expire at 5:00 p.m. (Eastern Time) on May 10, 2013 (the "Expiration Time"). Warrants may not be submitted for Cashless Exercise pursuant to the
Offer after the Expiration Time.
For more information on the terms and conditions of the Offer and the
five-day volume weighted average trading price ("VWAP") of the common shares on the Toronto Stock Exchange, warrantholders
may access the "Warrantholder Information" section of the Corporation's
website at the following address: http://www.megabrands.com/sites/all/themes/mega/pdf/WARRANTHOLDER_INFORMATION.pdf. The VWAP for the purpose of a Cashless Exercise on May 6, 2013 is
Registered holders of Warrants that wish to submit their Warrants for
Cashless Exercise pursuant to the Offer must ensure that all
requirements for such submission have been satisfied on or prior to the
Beneficial owners of Warrants, whose Warrants are registered in the name
of a brokerage firm, bank or trust company or other intermediary,
should promptly contact their intermediaries and obtain and follow
their intermediaries' instructions with respect to the applicable
submission procedures and deadlines, which may be earlier than the
deadlines that are described above and set out in the Offer Letter.
If you have any questions or require assistance with the Cashless
Exercise of your Warrants, or if you wish to obtain a copy of the Offer
Letter and the cashless exercise election form transmitted therewith,
CST Phoenix Advisors
North American Toll Free Phone: 1-800-398-1272
Banks, Brokers and collect calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
The preceding statements are only a summary of certain provisions of the
Offer Letter, cashless exercise election form transmitted therewith,
Warrant Indenture and related amendments, and are qualified in their
entirety by the full text of each, copies of which will be made
available electronically under the System for Electronic Document
Analysis and Retrieval (SEDAR) System (www.sedar.com).
The Offer will not be made to, and cashless exercise election forms will
not be accepted from or on behalf of, warrantholders in any
jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction.
About MEGA Brands Inc.
MEGA Brands Inc. is a trusted family of leading global brands in
construction toys, games & puzzles, arts & crafts and stationery. They
offer engaging creative experiences for children and families through
innovative, well-designed, affordable and high-quality products. Visit http://www.megabrands.com for more information.
The MEGA logo, Mega Bloks, Rose Art, MEGA Puzzles, MEGA Games and Board
Dudes are trademarks of MEGA Brands Inc. or its affiliates.
All statements in this press release that do not directly and
exclusively relate to historical facts constitute "forward-looking
information" within the meaning of applicable Canadian securities laws
These statements represent the Corporation's intentions, plans,
expectations and beliefs. Readers are cautioned not to place undue
reliance on these forward-looking statements. Forward-looking
information and statements are based on a number of assumptions and
involve risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by them,
including, but not limited to risks, assumptions and uncertainties
described in the Corporation's MD&A for the year ended December 31,
2012, which are available at www.sedar.com and on the Corporation's Web site. The Corporation disclaims any
intention or obligation to publicly update or revise any
forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by applicable law.
SOURCE: MEGA BRANDS INC.
For further information:
Vice-President and Chief Financial Officer
Tel: (514) 333-5555 ext. 2283
Vice-President, General Counsel and Corporate Secretary
Tel: (514) 333-5555 ext. 2897