On2 Technologies Provides Update On Its Proposed Merger With Google
07 Dezember 2009 - 2:30PM
PR Newswire (US)
CLIFTON PARK, N.Y., Dec. 7 /PRNewswire-FirstCall/ -- On2
Technologies (NYSE Amex: ONT) today provided an update regarding
its proposed merger with a subsidiary of Google Inc. (NASDAQ:GOOG)
on its website at http://www.on2.com/. The update, which is also
being filed with the SEC, includes certain transaction highlights
and frequently asked questions. As announced on August 5, 2009, On2
and Google entered into a merger agreement pursuant to which Google
will acquire On2. Under the merger agreement, each outstanding
share of On2 Common Stock will be converted into $0.60 worth of
Google Class A Common Stock based on an exchange ratio that is more
fully described in the proxy statement/prospectus, referenced
below, although On2 stockholders will receive cash in lieu of any
fractional share of Google stock. On November 4, 2009, On2
announced that the Securities and Exchange Commission ("SEC") had
declared effective the Registration Statement on Form S-4 that
Google filed in connection with the proposed merger, which includes
a Proxy Statement of On2 and also constitutes a Prospectus of
Google Inc. (the "proxy statement/prospectus"). By now,
stockholders as of the notice record date should have received the
proxy statement/prospectus. Any such stockholder who has not
received the proxy statement/prospectus can call Innisfree M&A
at (877) 456-3488. International holders can call Innisfree at +1
(412) 232-3565. On2's Board of Directors unanimously approved the
transaction (with one abstention), and recommends that On2
stockholders vote for the proposed merger. On2 will hold a special
meeting of stockholders on December 18, 2009 to vote upon the
proposed merger, which requires approval by the holders of a
majority of On2's outstanding shares of Common Stock. If
stockholder approval is obtained and the other conditions for the
completion of the merger are satisfied, the merger should become
effective within two business days of the special meeting. About
On2 Technologies On2 creates advanced video compression
technologies that power the video in today's leading desktop and
mobile applications and devices. On2 customers include Adobe,
Skype, Nokia, Infineon, Sun Microsystems, Mediatek, Sony,
Brightcove, and Move Networks. On2 is also an industry leader in
video transcoding software and services. On2 Technologies is
headquartered in Clifton Park, New York. For more information visit
http://www.on2.com/. Additional Information and Where to Find It
Google filed a Registration Statement with the SEC in connection
with the proposed merger, which includes a Proxy Statement of On2
and also constitutes a Prospectus of Google. The definitive proxy
statement/prospectus has been mailed to holders of On2 Common Stock
identified as of October 20, 2009, which is the notice record date
for the special meeting. The Registration Statement and the proxy
statement/prospectus contain important information about Google,
On2, the proposed merger and related matters. Investors and
security holders are urged to read the Registration Statement and
the proxy statement/prospectus (including all amendments and
supplements to it) carefully. Investors and security holders may
also obtain free copies of the Registration Statement and the proxy
statement/prospectus and other documents filed with the SEC by
Google and On2 through the web site maintained by the SEC at
http://www.sec.gov/ and by contacting Google Investor Relations at
+1-650-253-7663 or On2 Investor Relations at +1-518-881-4299. In
addition, investors and security holders can obtain free copies of
the documents filed with the SEC on Google's website at
investor.google.com and on On2's website at http://www.on2.com/.
Forward-Looking Statements Information set forth in this
communication contains forward-looking statements, which involve a
number of risks and uncertainties. All statements included in this
communication, other than statements of historical fact, that
address activities, events or developments that On2 expects,
believes or anticipates will or may occur in the future are
forward-looking statements. These statements represent On2's
reasonable judgment on the future based on various factors and
using numerous assumptions and are subject to known and unknown
risks, uncertainties and other factors that could cause actual
outcomes and/or On2's financial position to differ materially from
those contemplated by the statements. You can identify these
statements by the fact that they do not relate strictly to
historical or current facts. They use words such as "believe,"
"expect," "will," "anticipate," "should," "plans" and other words
of similar meaning. On2 cautions readers that any forward-looking
information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Investors should not rely on
forward-looking statements because they are subject to a variety of
risks and uncertainties and other factors that could cause actual
results to differ materially from On2's expectation. Risks and
uncertainties include, among others: the extent to which On2 will
continue to incur operating losses in the future; the risk that the
conditions to merger set forth in the agreement and plan of merger
will not be satisfied and the transaction will not be consummated;
uncertainties as to the timing of the merger; uncertainties as to
whether holders of On2 Common Stock will approve the merger
proposal at the On2 special meeting; changes in On2's business
during the period between now and the effective time of the merger
that could cause a condition to closing not to be satisfied; as
well as other factors detailed in On2's and Google's filings with
the SEC, including the definitive proxy statement/prospectus, and
subsequent SEC filings. Additional information concerning risk
factors is contained from time to time in On2's SEC filings. On2
expressly disclaims any obligation to update the information
contained in this presentation. The foregoing risks and
uncertainties included herein are not exhaustive. DATASOURCE: On2
Technologies CONTACT: Investors, Garo Toomajanian, ,
+1-518-881-4299 Web Site: http://www.on2.com/
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