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
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 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.