MEGA Brands provides update regarding cashless exercise of warrants
MONTREAL, May 6, 2013
MONTREAL, May 6, 2013 /PRNewswire/ - MEGA Brands Inc. (TSX: MB) (the
"Corporation") announced today that as of the close of business on May 3,
2013, 23,142,800 common share purchase warrants (the "Warrants") issued under
a warrant indenture dated January 28, 2010 (the "Warrant Indenture") have been
exercised on a cashless basis pursuant to the previously announced cashless
exercise offer,on the terms and conditions set forth in an offer letter to
warrantholders (the "Offer Letter") and in the cashless exercise election form
(such exercise, a "Cashless Exercise" and such offer, the "Offer") sent to
warrantholders on April 5, 2013. The 23,142,800 Warrants submitted for
Cashless Exercise as of the close of business on May 3, 2013 represent 17.5%
of the number of Warrants outstanding as of April 5, 2013.
In addition, prior to the launch of the Offer, Fairfax Financial Holdings Ltd.
("Fairfax") and Victor J. Bertrand, Sr. ("Mr. Bertrand") exercised the full
amount of the Warrants they held and Trimark Investments ("Trimark", together
with Fairfax and Mr. Bertrand, the "Supporting Holders") exercised 33,978,000
of the Warrants it held. When the number of Warrants exercised by the
Supporting Holders is added to the number of Warrants submitted for Cashless
Exercise pursuant to the Offer as of the close of business on May 3, 2013, the
total number of Warrants exercised as of such date is 131,472,800, which
represents 54.8% of the total number of Warrants outstanding as of March 26,
The Corporation wishes to remind warrantholders that the Offer will expire at
5:00 p.m. (Eastern Time) on May 10, 2013 (the "Expiration Time"). Warrants may
not be submitted for Cashless Exercise pursuant to the Offer after the
For more information on the terms and conditions of the Offer and the five-day
volume weighted average trading price ("VWAP") of the common shares on the
Toronto Stock Exchange, warrantholders may access the "Warrantholder
Information" section of the Corporation's website at the following address:
The VWAP for the purpose of a Cashless Exercise on May 6, 2013 is $15.15.
Registered holders of Warrants that wish to submit their Warrants for Cashless
Exercise pursuant to the Offer must ensure that all requirements for such
submission have been satisfied on or prior to the Expiration Time.
Beneficial owners of Warrants, whose Warrants are registered in the name of a
brokerage firm, bank or trust company or other intermediary, should promptly
contact their intermediaries and obtain and follow their intermediaries'
instructions with respect to the applicable submission procedures and
deadlines, which may be earlier than the deadlines that are described above
and set out in the Offer Letter.
If you have any questions or require assistance with the Cashless Exercise of
your Warrants, or if you wish to obtain a copy of the Offer Letter and the
cashless exercise election form transmitted therewith, please contact:
CST Phoenix Advisors
North American Toll Free Phone: 1-800-398-1272
Banks, Brokers and collect calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
The preceding statements are only a summary of certain provisions of the Offer
Letter, cashless exercise election form transmitted therewith, Warrant
Indenture and related amendments, and are qualified in their entirety by the
full text of each, copies of which will be made available electronically under
the System for Electronic Document Analysis and Retrieval (SEDAR) System
The Offer will not be made to, and cashless exercise election forms will not
be accepted from or on behalf of, warrantholders in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction.
About MEGA Brands Inc.
MEGA Brands Inc. is a trusted family of leading global brands in construction
toys, games & puzzles, arts & crafts and stationery. They offer engaging
creative experiences for children and families through innovative,
well-designed, affordable and high-quality products. Visit
http://www.megabrands.com for more information.
The MEGA logo, Mega Bloks, Rose Art, MEGA Puzzles, MEGA Games and Board Dudes
are trademarks of MEGA Brands Inc. or its affiliates.
All statements in this press release that do not directly and exclusively
relate to historical facts constitute "forward-looking information" within the
meaning of applicable Canadian securities laws These statements represent the
Corporation's intentions, plans, expectations and beliefs. Readers are
cautioned not to place undue reliance on these forward-looking statements.
Forward-looking information and statements are based on a number of
assumptions and involve risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or implied by
them, including, but not limited to risks, assumptions and uncertainties
described in the Corporation's MD&A for the year ended December 31, 2012,
which are available at www.sedar.com and on the Corporation's Web site. The
Corporation disclaims any intention or obligation to publicly update or revise
any forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by applicable law.
SOURCE MEGA BRANDS INC.
Vice-President and Chief Financial Officer
Tel: (514) 333-5555 ext. 2283
Vice-President, General Counsel and Corporate Secretary
Tel: (514) 333-5555 ext. 2897
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