Special Meeting of Shareholders to be held on April 23, 2014 to approve
the announced Plan of Arrangement
MONTREAL, April 14, 2014 /CNW Telbec/ - Mega Brands Inc. (TSX: MB) ("MEGA" or the "Corporation") today announced that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), two leading independent proxy advisory firms have both recommended
that MEGA shareholders vote FOR the previously announced arrangement
(the "Arrangement") providing for, among other things, the acquisition by Mattel-Mega
Holdings Inc. (the "Purchaser"), a wholly-owned subsidiary of Mattel, Inc. ("Mattel"), of all of the outstanding common shares in the capital of MEGA for
cash consideration of CA$17.75 per common share.
ISS summarized its recommendation FOR the Arrangement as follows: "The
Arrangement is the result of arm's length negotiations between MEGA
Brands and the Purchaser. The Arrangement makes strategic sense. Mattel
is the world's largest toy maker, but does not have a presence in
construction sets [...] and the merger is strategically significant for
Mattel. As far as the shareholders are concerned, they would benefit
from the cash consideration paid at a reasonable premium [...]
Shareholder support is warranted."
Glass Lewis summarized its recommendation FOR the Arrangement as
follows: "Notably, after extensive negotiations with Mattel, the
Corporation concluded that the share consideration was the highest
price that could be obtained from Mattel and that further negotiations
could have caused Mattel to withdraw its proposal, thereby leaving
shareholders without an opportunity to evaluate and vote in respect of
the Arrangement. The companies held talks for more than six months
before entering into the proposed agreement [...] The merger value per
share represents a premium of 36% to the closing trading price of the
shares of CA$13.07 on February 27, 2014, the last trading day prior to
the date of the announcement of the Arrangement, and a premium of
approximately 32% over the 30-day volume weighted average price of
CA$13.45 per share on the TSX, up to and including February 26, 2014.
We further note that the agreement nears the three-year high trading
price for the Corporation's shares."
The Special Meeting of Shareholders of the Corporation (the "Special Meeting") to consider the proposed Arrangement will be held at the offices of
Osler, Hoskin & Harcourt LLP located at 1000 De La Gauchetière Street
West, Suite 2100, Montréal, Québec, H3B 4W5, on Wednesday, April 23,
2014 at 9:00 AM (Eastern Time). The record date for voting at the
Special Meeting is March 18, 2014.
The Board of Directors has unanimously approved the Arrangement and
recommends that shareholders vote FOR the Arrangement.
Your vote is important regardless of the number of shares you own.
Shareholders who have questions or 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.
Shareholders are urged to carefully review the management information
circular of the Corporation dated March 24, 2014 and accompanying
materials as they contain important information regarding the
Arrangement and its consequences to MEGA shareholders.
How to Vote
MEGA shareholders are urged to vote today using the methods below.
Registered shareholders
Shareholders who have physical certificates representing their shares
may vote by telephone, fax, mail or via the Internet.
To vote by telephone, call 1-888-489-7352 from a touch tone phone. When
prompted, enter your Control Number listed on the proxy and follow the
voting instructions. To vote via the Internet, go to www.cstvotemyproxy.com and enter your Control Number listed on the proxy and follow the voting
instructions on the screen. Shareholders may also fax their proxy to
1-866-781-3111 (Canada and the United States) or return the proxy form
completed in the prepaid envelope provided. If you vote by telephone or
via the Internet, do not complete or return the form of proxy.
Non-registered shareholders
Shareholders who hold their shares through a broker or other
intermediary may vote by telephone, fax, mail or via the Internet.
To vote by telephone, call 1-888-489-7352 from a touch tone phone. When
prompted, enter your Control Number listed on the proxy and follow the
voting instructions. To vote via the Internet, go to www.cstvotemyproxy.com and follow the instructions on the screen. Shareholders may also fax
their proxy at 1-866-781-3111 or return the proxy form completed in the
prepaid envelope provided.
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.
