The decision was made at a special meeting of shareholders and secured debt holders.

The transaction was approved by holders of 99.4 per cent of common shares, as well as by 98.8 per cent of holders of common shares, excluding participating in the transaction. Holders of 91.4 per cent of the dollar amount of senior secured debt also approved the transaction.

These votes allow the firm to proceed with the remaining steps, which include final court approval in Canada, recognition of the transaction in the US, as well as the satisfaction of customary closing conditions.

Subject to these steps, Mega expects to complete the transaction on or about March 31st, 2010.

Marc Bertrand, president and CEO of Mega Brands commented: "Today's meetings were important steps towards the completion of the transaction and we thank shareholders and debt holders for voting in favour."

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The recapitalisation plan was initiated on January 14th and will reduce its debt by approximately $286.6 million and annual interest expenses by approximately $30 million.