On2 Technologies, Inc. (NYSE Amex:ONT) and Google Inc.
(NASDAQ:GOOG) announced today that they have agreed to amend the
merger agreement under which Google will acquire On2. Under the
revised terms, each outstanding share of On2 common stock will
receive 0.0010 of a share of Google Class A Common Stock for each
share of On2 common stock, as previously announced by On2 and
Google, plus an additional $0.15 per share in cash
consideration.
The revisions to the terms of the merger agreement serve, in
part, to address the fact that, since the acquisition was first
announced in August 2009, the market value of Google’s Class A
Common Stock has increased significantly while the value of the
acquisition has remained fixed for On2’s stockholders. By
increasing the consideration offered to On2’s stockholders by an
additional $0.15 per share in cash, On2’s stockholders will receive
additional value for their On2 common stock that Google and On2
believe better reflects the value that On2’s stockholders would
have received had the acquisition closed closer to the time of its
announcement in August 2009.
This increase in the consideration that Google is offering to
On2’s stockholders constitutes Google’s final offer.
Google will file with the SEC a supplement to the definitive
proxy statement/prospectus, dated November 3, 2009, that will
describe the revisions to the merger agreement, including, among
other things, the increase in the consideration, and will mail the
same to all holders of record of On2 common stock as of the close
of business on January 15, 2010, the new record date for the
further adjourned Special Meeting of On2’s stockholders.
On2's further adjourned Special Meeting will be reconvened at
the Comfort Suites in Venetian Room II at 7 Northside Drive,
Clifton Park, NY 12065, at 4:00 p.m. on Wednesday, February 17,
2010. At the reconvened Special Meeting, holders of On2 common
stock as of the new record will be asked to consider and vote upon
the merger proposal and, if necessary, the adjournment proposal, as
set forth in the proxy statement/prospectus filed by Google.
On2's board of directors approved the amendment to the merger
agreement and recommends that On2's stockholders approve the
amended merger agreement and the merger proposal.
Stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares (or
changing a prior vote of their shares) should contact On2’s proxy
solicitor, Innisfree M&A Incorporated, toll-free at (877)
456-3488, or internationally at +1 (412) 232-3565.
About On2 Technologies, Inc.
On2 (NYSE Amex:ONT) 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 Technologies is headquartered in
Clifton Park, NY USA. For more information, visit www.on2.com or
www.on2.cn.
About Google Inc.
Google's innovative search technologies connect millions of
people around the world with information every day. Founded in 1998
by Stanford Ph.D. students Larry Page and Sergey Brin, Google today
is a top Web property in all major global markets. Google's
targeted advertising program provides businesses of all sizes with
measurable results, while enhancing the overall Web experience for
users. Google is headquartered in Silicon Valley with offices
throughout the Americas, Europe and Asia. For more information,
visit www.google.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, dated November 3, 2009, was mailed to holders
of On2 Common Stock identified as of October 20, 2009, which was
the notice record date for the December 18, 2009 special meeting,
and as of December 3, 2009, which was the voting record date for
the December 18, 2009 special meeting. In addition, Google plans to
file a prospectus supplement to the definitive proxy
statement/prospectus, dated November 3, 2009, which will also be
mailed to all holders of On2 Common Stock as of January 15, 2010,
the new record date for the adjourned Special Meeting or, if
applicable, will file a post-effective amendment to the
Registration Statement. The Registration Statement, the proxy
statement/prospectus and the prospectus supplement or, if
applicable, the post-effective amendment to the Registration
Statement contain important information about Google, On2, the
proposed merger and related matters. Investors and security holders
are urged to read the Registration Statement, as amended, the proxy
statement/prospectus (including any amendments to it), and/or the
prospectus supplement (if filed) carefully. Investors and security
holders may also obtain free copies of the Registration Statement,
as amended the proxy statement/prospectus, and/or the prospectus
supplement (if filed) and other documents filed with the SEC by
Google and On2 through the web site maintained by the SEC at
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 www.on2.com.
Forward-Looking Statements
This document includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding Google’s and On2’s ability to
close the acquisition. These statements are based on the current
expectations or beliefs of managements of Google Inc. and On2
Technologies, Inc., and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from those
expressed or implied by the statements herein due to (1) changes in
economic, business, competitive, technological and/or regulatory
factors, (2) failure to receive the required stockholder approval
for the acquisition, (3) failure to compete successfully in this
highly competitive and rapidly changing marketplace, (4) failure to
retain key employees, and (5) other factors affecting the operation
of the respective businesses of Google and On2. More detailed
information about these and other factors that may affect current
expectations may be found in filings by Google or On2, as
applicable, with the Securities and Exchange Commission, including
their respective most recent Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q. Google and On2 are under no
obligation to, and expressly disclaim any such obligation to,
update or alter their respective forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Google is a trademark of Google Inc. All other company and
product names may be trademarks of the respective companies with
which they are associated.
ON2 (AMEX:ONT)
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