On2 Announces Adjournment of Special Meeting of Stockholders Until Wednesday, December 23 2009
CLIFTON PARK, N.Y. -- On2 Technologies, Inc. (NYSE Amex: ONT) 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 www.on2.com.
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 www.on2.com.
Posts
No comments: