On2 Announces Adjournment of Special Meeting of Stockholders Until Wednesday, December 23 2009
December 18 2009 - 4:16PM
PR Newswire (US)
CLIFTON PARK, N.Y., Dec. 18 /PRNewswire-FirstCall/ -- On2
Technologies, Inc. (NYSE Amex: ONT) today announced that its
stockholders voted to adjourn its Special Meeting of Stockholders
to provide additional time to solicit proxies on the merger
proposal, whereby On2 would merge with a wholly owned subsidiary of
Google Inc. On2 stated that it had convened the Special Meeting on
December 18, 2009, as scheduled, to consider the adoption of the
merger proposal and the adjournment proposal. The 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,
December 23 2009. As of December 18, a majority of On2's
outstanding shares of common stock that have been voted were voted
in favor of each of the merger proposal and the adjournment
proposal. However, approval of the merger proposal requires the
affirmative vote of a majority of the issued and outstanding shares
of On2's common stock, as opposed to just a majority of those
shares voted. Commenting on the adjournment, Matthew Frost, Interim
Chief Executive Officer of On2, said, "Since a large number of
On2's stockholders have not yet voted, including many retail
investors, we believe it is appropriate to adjourn the meeting and
extend the voting deadline in order to give these investors a
chance to vote. Our Board of Directors strongly encourages
stockholders to carefully consider the merger proposal described in
the proxy statement/prospectus and to cast their vote in favor of
the merger proposal, whether or not they plan to attend the Special
Meeting. We thank the large number of On2 stockholders who have
already voted for the merger proposal." The record date for
stockholders entitled to vote at the adjourned Special Meeting
remains December 3, 2009. Stockholders who have previously
submitted their proxy or otherwise voted, and who do not want to
change their vote, need not take any action. 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. On2's Board of Directors recommends that On2
stockholders vote "FOR" the adoption of the merger proposal. As
previously announced, the exchange ratio for the proposed merger
has been set at 0.0010. As such, the exchange ratio will remain
fixed regardless of when the proposed merger is completed, and
holders of On2 common stock will receive, for each share of On2
common stock held by them, the fraction of a share of Google Class
A Common Stock equal to the exchange ratio of 0.0010, and/or cash
in lieu of any fractional share of Google Class A Common Stock
(after aggregating all fractional shares of Google Class A Common
Stock issuable to such On2 stockholders). 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 http://www.on2.com/. Forward-Looking
Statements Information set forth in this communication contains
forward-looking statements, which involve a number of risks and
uncertainties. All statements included in this communication, other
than statements of historical fact, that address activities, events
or developments that On2 expects, believes or anticipates will or
may occur in the future are forward-looking statements. These
statements represent On2's reasonable judgment on the future based
on various factors and using numerous assumptions and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual outcomes and/or On2's financial position to
differ materially from those contemplated by the statements. You
can identify these statements by the fact that they do not relate
strictly to historical or current facts. They use words such as
"believe," "expect," "will," "anticipate," "should," "plans" and
other words of similar meaning. 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. Investors
should not rely on forward-looking statements because they are
subject to a variety of risks and uncertainties and other factors
that could cause actual results to differ materially from On2's
expectation. Risks and uncertainties include, among others: the
extent to which On2 will continue to incur operating losses in the
future; the risk that the conditions to merger set forth in the
agreement and plan of merger will not be satisfied and the
transaction will not be consummated; uncertainties as to the timing
of the merger; uncertainties as to whether holders of On2 Common
Stock will approve the merger proposal at the On2 Special Meeting;
changes in On2's business during the period between now and the
effective time of the merger that could cause a condition to
closing not to be satisfied; as well as other factors detailed in
On2's and Google's filings with the SEC, including the definitive
proxy statement/prospectus, and subsequent SEC filings. Additional
information concerning risk factors is contained from time to time
in On2's SEC filings. On2 expressly disclaims any obligation to
update the information included herein are not exhaustive.
DATASOURCE: On2 Technologies, Inc. CONTACT: Garo Toomajanian ,
Investor Relations, On2 Technologies, Inc., +1-518-881-4299 Web
Site: http://www.on2.com/
Copyright