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MEGA BRANDS RESPONDS TO AMF ADMINISTRATIVE PROCEEDING

^{Published on 2011-05-09 21:00:33 - Market Wire}
 

MONTREAL, May 9 /CNW Telbec/ - MEGA Brands Inc. (TSX: MB) has been informed that the Autorité des marchés financiers (AMF) in Quebec has undertaken an administrative proceeding regarding the exercise of options in 2005 by certain of the Corporation's current and former executive officers. These same transactions were the subject of previous allegations in Ontario as disclosed in a 2008 press release.

In early 2008, when the Corporation was initially informed of insider trading allegations regarding these transactions, the Board of Directors formed a special committee consisting solely of independent directors. As part of its review, the special committee retained independent legal advisors Fasken Martineau DuMoulin LLP, a leading law firm with recognized expertise in securities law and corporate governance matters, to carry out a full and comprehensive investigation of the allegations and to report back with their conclusions. The special committee received and reviewed the Fasken Martineau report. After its thorough review, the special committee concluded in November 2008 that no action should be taken. Its recommendation was considered, voted on and unanimously approved at a meeting of the Board of Directors comprised solely of independent directors.

The Corporation is not subject to the administrative proceeding. The AMF is solely seeking to obtain reimbursement of option proceeds and fines from current and former executives. The current executives named in the proceeding are Marc Bertrand, President and CEO, and Vic Bertrand, Chief Innovation Officer.

About MEGA Brands
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.

Forward-Looking Statements
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, 2010, 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.