Mega Brands Inc. mails management information circular in connection with special meeting of shareholders and announces reduction of debt

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

MONTREAL, March 31, 2014 /PRNewswire/ - 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 [email protected].

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.

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