Mega Brands shareholders have overwhelmingly approved a $460-million US friendly takeover by American toy giant Mattel.

A total of 99.96 per cent of shareholders in Canada's only publicly traded toy maker endorsed the deal Wednesday. Approval was required from two-thirds of Mega Brands shareholders.

Mattel, the world's largest toy maker, will pay $17.75 Cdn cash per share and 39 cents per warrant, which represents a total enterprise value of $460 million US, including the net debt.

The transaction announced Feb. 28 had the support of shareholders with 39 per cent of Mega Brands stock, including the founding Bertrand family and Fairfax Financial, which invested in the company as it struggled to survive disastrous recalls of one of its magnetic toys.

Quebec Superior Court is expected to sanction the takeover Friday, leading to a change in ownership on April 30 and a delisting of Mega Brands stock from the Toronto Stock Exchange.

The Bertrand family will receive more than $74 million through the takeover. Chairman Victor Bertrand, who started the company nearly 50 years ago, would receive $41 million for his 2.3 million shares. Chief executive Marc Bertrand would collect $18.4 million, while chief innovation officer Vic Bertrand Jr. would get $14.9 million.

Mattel is expected to extend its many licences to Mega construction and arts products, two of the fastest growing toy segments.

Founded in 1967, Mega Brands grew to become the leading maker of pre-school construction toys. It employs 1,700 employees at its Montreal manufacturing facility and other operations around the world.