Welcome!

News Feed Item

MEGA Brands announces two independent proxy advisory firms recommend voting in favour of the arrangement

Special Meeting of Shareholders to be held on April 23, 2014 to approve the announced Plan of Arrangement

MONTREAL, April 14, 2014 /PRNewswire/ - 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 [email protected].

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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., discussed how these tools can be leveraged to develop a lasting competitive advantage ...
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
In his session at 20th Cloud Expo, Mike Johnston, an infrastructure engineer at Supergiant.io, discussed how to use Kubernetes to set up a SaaS infrastructure for your business. Mike Johnston is an infrastructure engineer at Supergiant.io with over 12 years of experience designing, deploying, and maintaining server and workstation infrastructure at all scales. He has experience with brick and mortar data centers as well as cloud providers like Digital Ocean, Amazon Web Services, and Rackspace. H...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
All organizations that did not originate this moment have a pre-existing culture as well as legacy technology and processes that can be more or less amenable to DevOps implementation. That organizational culture is influenced by the personalities and management styles of Executive Management, the wider culture in which the organization is situated, and the personalities of key team members at all levels of the organization. This culture and entrenched interests usually throw a wrench in the work...
Most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes a lot of work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reduction in cost ...
Consumers increasingly expect their electronic "things" to be connected to smart phones, tablets and the Internet. When that thing happens to be a medical device, the risks and benefits of connectivity must be carefully weighed. Once the decision is made that connecting the device is beneficial, medical device manufacturers must design their products to maintain patient safety and prevent compromised personal health information in the face of cybersecurity threats. In his session at @ThingsExpo...
SYS-CON Events announced today that Massive Networks will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Massive Networks mission is simple. To help your business operate seamlessly with fast, reliable, and secure internet and network solutions. Improve your customer's experience with outstanding connections to your cloud.
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
The question before companies today is not whether to become intelligent, it’s a question of how and how fast. The key is to adopt and deploy an intelligent application strategy while simultaneously preparing to scale that intelligence. In her session at 21st Cloud Expo, Sangeeta Chakraborty, Chief Customer Officer at Ayasdi, will provide a tactical framework to become a truly intelligent enterprise, including how to identify the right applications for AI, how to build a Center of Excellence to ...
From 2013, NTT Communications has been providing cPaaS service, SkyWay. Its customer’s expectations for leveraging WebRTC technology are not only typical real-time communication use cases such as Web conference, remote education, but also IoT use cases such as remote camera monitoring, smart-glass, and robotic. Because of this, NTT Communications has numerous IoT business use-cases that its customers are developing on top of PaaS. WebRTC will lead IoT businesses to be more innovative and address...
Everything run by electricity will eventually be connected to the Internet. Get ahead of the Internet of Things revolution and join Akvelon expert and IoT industry leader, Sergey Grebnov, in his session at @ThingsExpo, for an educational dive into the world of managing your home, workplace and all the devices they contain with the power of machine-based AI and intelligent Bot services for a completely streamlined experience.
Because IoT devices are deployed in mission-critical environments more than ever before, it’s increasingly imperative they be truly smart. IoT sensors simply stockpiling data isn’t useful. IoT must be artificially and naturally intelligent in order to provide more value In his session at @ThingsExpo, John Crupi, Vice President and Engineering System Architect at Greenwave Systems, will discuss how IoT artificial intelligence (AI) can be carried out via edge analytics and machine learning techn...
FinTechs use the cloud to operate at the speed and scale of digital financial activity, but are often hindered by the complexity of managing security and compliance in the cloud. In his session at 20th Cloud Expo, Sesh Murthy, co-founder and CTO of Cloud Raxak, showed how proactive and automated cloud security enables FinTechs to leverage the cloud to achieve their business goals. Through business-driven cloud security, FinTechs can speed time-to-market, diminish risk and costs, maintain continu...