CLIFTON PARK, N.Y. -- Dec. 7, 2009 -- On2 Technologies (NYSE Amex: ONT) today provided an update regarding its proposed merger with a subsidiary of Google Inc. (Nasdaq: GOOG - News) on its website at 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 www.on2.com.