This
filing consists of a publicly available blog entry posted to
http://www.on2.com/blog/
on August 5,
2009.
Google and On2 to Improve Video Quality on the
Web
by
John Luther
on August 5, 2009
You may
have heard the news that
Google is acquiring On2
Technologies
, pending On2 stockholder approval, regulatory clearances and
the satisfaction of other conditions. We’re thrilled to become part of the
Google family which will offer us an even greater opportunity to use our
expertise to improve video quality on the web. Google has also
blogged a
bout the deal
.
As our
CEO said earlier today, “We believe that Google shares our ambitions and knows
that our products and expertise, combined with Google’s globally recognized
brand, ingenuity and resources, will create an incredible team.”
In the
meantime, we expect nothing to change for our customers and partners. We’ll
continue to do our best to provide the great technology and service that our
customers expect, and we look forward to signing on the next generation of
customers to On2 video. We remain as committed as ever to serving
you.
We very
much want to keep our customers and stockholders informed as the transaction
proceeds.
Additional
Information and Where to Find It
Google
plans to file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 in connection with the transaction, which
will include a Proxy Statement of On2 that also constitutes a Prospectus of
Google. On2 will mail the Proxy Statement/Prospectus to its stockholders in
connection with the transaction. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Google, On2, the
transaction and related matters.
Investors and security holders are
urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available.
Investors and security
holders will be able to 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 will be able to
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
transaction. 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 transaction
will provide more information about participants in the solicitation of proxies
from On2 stockholders, which participants may have interests different from On2
stockholders generally. You can obtain free copies of these documents from
Google or On2 using the contact information above.
Caution
Concerning 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
the expected timing of the acquisition, Google’s and On2’s ability to close the
acquisition, and the expected benefits of 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 and regulatory 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 Report on Form 10-K and Quarterly Report 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.