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:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-12
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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):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of
transaction:
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¨
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Fee
paid previously with preliminary
materials:
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¨
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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The
following communication was disseminated on December 29, 2009 by On2
Technologies, Inc.
***IMMEDIATE
ACTION REQUESTED***
PROTECT
THE VALUE OF YOUR ON2 INVESTMENT
—VOTE
FOR
THE PROPOSED MERGER
TODAY!
December
29, 2009
Dear On2
Stockholder:
According
to our latest records, we have not yet received your proxy for the important
special meeting of stockholders of On2 Technologies, Inc. to be reconvened on
February 17, 2010. The special meeting has already been adjourned twice
with the approval of On2 stockholders in order to provide additional time to
solicit proxies on the merger proposal, whereby On2 would merge with a wholly
owned subsidiary of Google Inc. At the time of the most recent adjournment
on December 23, 2009, a majority of On2’s outstanding shares of common stock
that had 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 the shares voting.
In this
important vote, you are being asked to consider a proposed merger with a
subsidiary of Google Inc.
If the merger is
approved
,
you will
receive .0010 of a share of Google Class A Common Stock in exchange for each
share of On2 common stock that you own, and/or cash payable in lieu of any
fractional shares, without interest.
On the other hand, if the proposed
merger is not approved, the value of your On2 investment could be materially
affected.
Please
help your company avoid the expense of further solicitation by voting TODAY—by
telephone, via the Internet, or by signing, dating and returning the enclosed
proxy card in the postage-paid envelope provided.
Your
Board of Directors Strongly Recommends
that
Stockholders Vote FOR the Proposed Merger Today
The
transaction delivers a significant premium to On2 stockholders. Based on
Google’s closing stock price on December 28, 2009, the day prior to the date of
this letter, of $622.87 this would represent value of approximately $0.62 per
On2 share based on the .0010 exchange ratio described above. This price
represents a premium of:
· Approximately 62% over the closing price of On2 Common Stock on August
4, 2009 (the trading day on which the Board of Directors approved the merger
agreement);
· Approximately 77% over the average closing price of On2 Common Stock
over the 12-month period ending on August 4, 2009.
In
addition, the nation’s three leading independent proxy advisory
firms—RiskMetrics Group, Glass Lewis & Co. and PROXY Governance, Inc.—each
recommend to their subscribers that On2 stockholders vote to approve the
proposed merger. The analyses and reports of these independent firms are
relied upon by hundreds of major institutional investment firms, mutual funds,
pension funds and other fiduciaries. None of these firms received any
payments from On2 or Google in connection with their
recommendations.
As
discussed in previously distributed materials, there are a number of risks
related to On2’s business if the proposed merger is not consummated. For
example, On2 has experienced significant operating losses and negative cash
flows to date. It is possible that we will continue to incur operating
losses for the foreseeable future as we fund operating and capital expenditures
to implement our business plan, and we may not be able to obtain the financing
necessary to fund our operations on terms that are acceptable, if at all –
which, in turn, could materially adversely affect our financial
condition.
We
believe that the proposed merger with Google provides a significant opportunity
for On2 stockholders to receive value now for their shares that is greater than
any uncertain long-term value that might be realized were On2 to remain
independent.
To put it
plainly, your Board of Directors believes that the proposed merger is in the
best interests of On2 stockholders and strongly recommends that On2 stockholders
vote FOR the proposed merger.
We
believe this transaction is critical to the value of your investment and to your
company. We urge you to vote today.
Thank you
for your attention to this matter.
Very
truly yours,
The Board
of Directors
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YOUR
VOTE IS IMPORTANT, NO MATTER HOW MANY
OR
HOW FEW SHARES YOU MAY OWN!
If
you have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE
M&A INCORPORATED
TOLL-FREE:
(877) 456-3488
INTERNATIONAL
SHAREHOLDERS PLEASE CALL: +1 (412) 232-3565
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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.
Additional
Information and Where to Find It
Google
filed a 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, dated November
3, 2009, was mailed to holders of On2 Common Stock identified as of October 20,
2009, which was the notice record date for the December 18, 2009 special
meeting, and as of December 3, 2009, which was the voting record date for the
December 18, 2009 special meeting. In addition, Google plans to file a
supplement to the definitive proxy statement/prospectus, dated November 3, 2009,
which will also be mailed to all holders of On2 Common Stock as of January 15,
2010, the new record date for the reconvened special meeting. The
Registration Statement, the proxy statement/prospectus and the prospectus
supplement contain important information about Google, On2, the proposed merger
and related matters.
Investors
and security holders are urged to read the Registration Statement, the proxy
statement/prospectus (including any amendments to it), and the prospectus
supplement carefully.
Investors and security holders may also obtain free
copies of the Registration Statement, the proxy statement/prospectus, and the
prospectus supplement (once it is filed) 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.
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 expectations. 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
reconvened On2 special meeting or at any adjournments thereof; 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, any amendments or supplements thereto 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 contained in this
communication. The foregoing risks and uncertainties included herein are not
exhaustive.
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