On2 Announces Effectiveness of Registration Statement and Mailing of Definitive Proxy Statement/Prospectus
November 04 2009 - 4:05PM
PR Newswire (US)
CLIFTON PARK, N.Y., Nov. 4 /PRNewswire-FirstCall/ -- On2
Technologies, Inc. (NYSE Amex: ONT) today announced that the
Securities and Exchange Commission (the "SEC") has declared
effective a Form S-4 Registration Statement, which includes a Proxy
Statement of On2 and also constitutes a Prospectus of Google Inc.
(NASDAQ:GOOG) (the "proxy statement/prospectus"), in connection
with the proposed acquisition of On2 by Google. As described below,
holders of On2 common stock as of the voting record date will be
asked to approve the proposed acquisition by Google at the On2
special meeting (the "special meeting"), to be held on December 18,
2009. On2 will commence the mailing of the proxy
statement/prospectus to all holders of On2 common stock identified
as of the close of business on October 20, 2009, which is the date
set by the On2 board of directors as the notice record date for the
special meeting. The On2 board of directors also has set the close
of business on December 3, 2009 as the voting record date. All
holders of On2 common stock as of the voting record date will be
entitled to vote on the merger proposal at the special meeting. As
soon as practicable following the voting record date, On2 will
conduct a second mailing of the proxy statement/prospectus, along
with all documents incorporated by reference into the proxy
statement/prospectus, to any On2 stockholders who were not holders
of On2 common stock as of the notice record date but who are
holders of record as of the voting record date. The proposed merger
is subject to customary closing conditions, including the requisite
approval by holders of On2 common stock. 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 http://www.on2.com/ or http://www.on2.cn/.
Forward-Looking Statements Information set forth in this
communication contains forward-looking statements, which involve a
number of risks and uncertainties. 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. Without
limiting the foregoing, On2 cannot guarantee that the merger with
Google will be completed on a timely basis, if at all. Among other
things, the transaction is subject to approval of On2's
stockholders. In addition, each party has termination rights in
certain limited circumstances. The risks and uncertainties included
above are not exhaustive. Additional Information and Where to Find
It Google has filed the 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 is being mailed to holders of
On2 common stock identified as of the notice record date. 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/. The proxy statement/prospectus is now publicly
available, and On2 anticipates disseminating the same on or about
November 5, 2009. 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 definitive 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 above. DATASOURCE: On2
Technologies, Inc. CONTACT: On2, Garo Toomajanian, +1-518-881-4299,
Web Site: http://www.on2.com/
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