MONTREAL, April 23, 2014 /CNW Telbec/ - 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
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 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.
For further information:
Chief Financial Officer
Tel: (514) 333-5555 ext. 2283