- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 29 2009 - 11:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No.
)
Filed by
the Registrant
x
Filed
by a Party other than the Registrant
¨
Check the
appropriate box:
¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
x
|
Soliciting
Material Pursuant to §240.14a-12
|
On2
Technologies, Inc.
(Name of Registrant as Specified in Its
Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
¨
|
Fee
paid previously with preliminary
materials:
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
Release
date: September 29, 2009
On2
Announces Early Termination of HSR Waiting Period
in
Connection with Proposed Acquisition of On2 by Google
CLIFTON PARK, NY,
Sept. 29
–
On2 Technologies, Inc.
(NYSE Amex: ONT)
,
a provider
of
advanced video
compression technolog
ies
, announced today that On2 and Google
Inc. (NASDAQ: GOOG) have been granted early termination
by the Federal Trade
Commission
and the Antitrust Division of the
Department of Justice
of the mandatory waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), in
connection with Google’s proposed acquisition of On2.
Termination
of the HSR waiting period satisfies one of the conditions to completion of the
proposed merger between On2 and a subsidiary of Google. Completion of the
proposed merger also is subject to the adoption of the merger agreement
by On2 stockholders at a special meeting of On2’s stockholders and the
satisfaction of the other closing conditions set forth in the merger
agreement.
About
On2 Technologies, Inc.
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 Technologies is headquartered in Clifton Park, NY USA. For
more information, visit www.on2.com or
www.on2.cn
.
Additional
Information and Where to Find It
Google
has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 in connection with the proposed merger, which includes a
preliminary Proxy Statement of On2 and also constitutes a Prospectus of Google.
The definitive Proxy Statement/Prospectus will be mailed to On2 stockholders
prior to the On2 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 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.
Participants
in the Solicitation
Google,
On2 and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
merger. Information regarding Google’s executive officers and directors is
included in Google’s definitive proxy statement, which was filed with the SEC on
March 24, 2009, and information regarding On2’s executive officers and directors
is included in On2’s definitive proxy statement, which was filed with the SEC on
April 7, 2009. The Proxy Statement/Prospectus for the proposed merger also
provides additional information about participants in the solicitation of
proxies from On2 stockholders, which participants' interests may differ from On2
stockholders generally. You can obtain free copies of these documents from
Google or On2 using the contact information below.
Contacts:
Investor
Contact, Google:
Maria
Shim
+1-650-253-7663
marias@google.com
Media
Contact, Google:
Andrew
Pederson
+1-650-450-3896
andrewpederson@google.com
Contact,
On2:
Garo
Toomajanian
+1-518-881-4299
invest@on2.com
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