Special Meeting to be held on April 23, 2014 to approve the announced
Plan of Arrangement
MONTREAL, March 31, 2014 /CNW Telbec/ - Mega Brands Inc. (TSX: MB) (the
"Corporation") today announced that it has mailed its management information
circular to shareholders in connection with the previously announced
acquisition of the Corporation by a wholly-owned subsidiary of Mattel,
Inc. for CA$17.75 per common share in cash (the "Arrangement"). The notice of meeting and circular have also been filed today with
the Canadian securities commissions and are available on SEDAR at www.sedar.com under the Corporation's profile as well as on the Corporation's website
at www.megabrands.com.
An interim order of the Superior Court of Québec granted on March 25,
2014 provides for, among other things, the calling and holding of the
special meeting of shareholders to consider the Arrangement. The
special meeting will be held at 9:00 a.m. (Eastern Time) on Wednesday,
April 23, 2014 at the offices of Osler, Hoskin & Harcourt LLP, located
at 1000 De La Gauchetière St. West, Suite 2100, Montréal, Québec. All
shareholders are encouraged to attend and vote their shares either in
person or by proxy.
The Board of Directors has unanimously approved the Arrangement and
recommends that shareholders vote FOR the special resolution with
respect to the Arrangement.
The circular provides important information on the Arrangement and
related matters, including voting procedures. Shareholders who 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.
Reduction of Debt
The Corporation also announced today that it intends to reduce the
outstanding principal amount of its debentures by CA$8.6 million using
proceeds from the exercise of common share purchase warrants, as
permitted under the terms of the debenture indenture dated January 28,
2010 governing its 10% senior secured debentures (the "Debentures"). These proceeds will be used to purchase CA$8.6 million in principal amount of Debentures on a pro rata basis at a purchase
price equal to 100% of the principal amount of Debentures, plus accrued
and unpaid interest thereon and will reduce the principal amount of
Debentures outstanding to CA$45.2 million, compared to CA$141.7 million
as at March 30, 2010 when they were issued. The Corporation has given
formal notice to the holders of Debentures informing them of the
upcoming purchase and expects to complete the purchase of these
Debentures by April 15, 2014.
In connection with the closing of the Arrangement, the Corporation
intends to refinance and, thereafter, redeem all of the remaining
outstanding Debentures at a redemption price equal to 105% of the
principal amount of the Debentures, plus accrued and unpaid interest,
pursuant to the terms of the debenture indenture.
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, its 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 annual 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.
