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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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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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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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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Fee
paid previously with preliminary
materials:
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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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On
December 7, 2009, On2 Technologies, Inc. issued the following press release and,
on December 5, 2009, On2 posted the attached presentation to its website, which
provides an update on the proposed merger with Google and also includes answers
to certain questions that have been asked by On2’s stockholders regarding the
proposed merger.
PRESS
RELEASE
ON2
TECHNOLOGIES PROVIDES UPDATE ON ITS
PROPOSED
MERGER WITH GOOGLE
CLIFTON PARK, NY - (December 7,
2
009)
– On2
Technologies (NYSE Amex: ONT) today provided an update regarding its proposed
merger with a subsidiary of Google Inc. (Nasdaq: GOOG) on its website at
www.on2.com. The update, which is also being filed with the SEC,
includes certain transaction highlights and frequently asked
questions.
As
announced on August 5, 2009, On2 and Google entered into a merger agreement
pursuant to which Google will acquire On2. Under the merger
agreement, each outstanding share of On2 Common Stock will be converted into
$0.60 worth of Google Class A Common Stock based on an exchange ratio that
is more fully described in the proxy statement/prospectus, referenced below,
although On2 stockholders will receive cash in lieu of any fractional share of
Google stock.
On
November 4, 2009, On2 announced that the Securities and Exchange Commission
(“SEC”) had declared effective the Registration Statement on Form S-4 that
Google filed in connection with the proposed merger, which includes a Proxy
Statement of On2 and also constitutes a Prospectus of Google Inc. (the “proxy
statement/prospectus”). By now, stockholders as of the notice record
date should have received the proxy statement/prospectus. Any such
stockholder who has not received the proxy statement/prospectus can call
Innisfree M&A at (877) 456-3488. International holders can call
Innisfree at +1 (412) 232-3565.
On2’s
Board of Directors unanimously approved the transaction (with one abstention),
and recommends that On2 stockholders vote for the proposed merger.
On2 will
hold a special meeting of stockholders on December 18, 2009 to vote upon the
proposed merger, which requires approval by the holders of a majority of On2’s
outstanding shares of Common Stock. If stockholder approval is
obtained and the other conditions for the completion of the merger are
satisfied, the merger should become effective within two business days of the
special meeting.
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 has been mailed
to holders of On2 Common Stock identified as of October 20, 2009, which is the
notice record date for the special meeting. 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 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 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 contained in this
presentation. The foregoing risks and uncertainties included herein are not
exhaustive.
Investor
Contact:
Garo
Toomajanian
invest@on2.com
phone: +1
518 881 4299
Some
Frequently Asked Questions About the On2-Google Merger
The
following are some questions and answers about the Google merger and include
certain questions that On2 has received from its stockholders since the merger
agreement was announced.
What
will happen in the merger?
Oxide
Inc., a direct, wholly owned subsidiary of Google, will merge with and into On2,
with On2 continuing as a direct, wholly owned subsidiary of
Google. Upon completion of the merger, On2 Common Stock will cease
trading on the NYSE Amex, and holders of On2 Common Stock will be entitled to
receive the merger consideration for each outstanding share of On2 Common Stock
held immediately prior to the merger.
Will
I receive $0.60 of Google stock for each share of On2 Common Stock that I
own?
The
merger agreement establishes an exchange ratio that will provide you with $0.60
of Google Class A Common Stock for each share of On2 Common Stock that you
own, although you will receive cash in lieu of any fractional share of Google
stock. The exchange ratio is equal to $0.60 divided by the “trading
price” of Google Class A Common Stock, which is the volume weighted average
trading price of a share of Google Class A Common Stock based on the sales
price of every share of Google Class A Common Stock traded during the 20
trading days immediately up to and including the second trading day prior to the
date of the special meeting, rounded to the nearest fourth decimal
point. On2 and Google will promptly issue a joint press release
disclosing the exchange ratio once it is calculated. Because of the
effect of rounding in the exchange ratio calculation, a slight increase or
decrease in the trading price at certain values will impact the aggregate value
of the shares and cash that an On2 stockholder receives in connection with the
merger.
Since
the announcement of the merger agreement, has the Board of Directors received
any offers to acquire the company?
No. Since
the announcement of the merger agreement, no other companies or entities have
approached either the Board of Directors or the company to inquire about a
potential acquisition of On2.
Did
the mid-cap sized publicly traded company in the semiconductor industry
referenced in the proxy/prospectus that contacted On2 in late June 2009 express
any interest in a transaction with On2 after the merger transaction with Google
was announced?
No. On2
did, however, receive an email from such company following the announcement of
the Google transaction in which company stated the following: “Congratulations
on the transaction. Nice premium to market.”
Wouldn’t
On2’s customers, some of whom are competitors of Google, want to acquire On2 now
that the Google transaction is pending so as to prevent On2 from being acquired
by Google?
We cannot
speculate as to whether third parties might be interested in a transaction with
the company. Since the announcement of the merger agreement, however, no other
companies or entities have approached the Board of Directors to inquire about a
potential acquisition of On2.
Has
Google already licensed from On2 its VP8 technology or any other version of
On2's VPx products, and is it currently using such software in
YouTube?
No. Other
than a now expired VP8 evaluation agreement entered into with Google in November
2008 in connection with Google’s initial testing of VP8 and the 2005 license of
On2’s Flix Engine product to Google, Google has not entered into any licensing
arrangements with On2. Furthermore, Google is not using VPx or Flix Engine in
YouTube.
Will
Google prohibit other companies from licensing VP8 after the merger is
consummated?
No. Google
has informed us, and has asked that we tell our customers and partners, that it
will continue to make VP8 available after the merger is
consummated. In addition, our existing license agreements with our
customers will remain in effect after the merger is consummated.
Does
the merger agreement prevent On2 from conducting its licensing business during
the pendency of the merger?
No. The
merger agreement allows On2 to continue to license its products, including its
VP8 source code and SDKs, to customers and partners in the ordinary course of
business, consistent with past practice and that is what On2 has been
doing.
Has
On2 received any indication that Google would raise its price or that it would
enter into a license agreement with On2 if the merger is not
approved?
No. On2
has not received any indication that Google would raise its price or that it
would enter into a license agreement with On2 in lieu of consummating the
merger. In fact, Google has indicated that $0.60 is the maximum
amount of consideration that it is willing to offer. In addition, and as
indicated above, Google has been operating without use of On2's VPx products to
date and can certainly conduct its business without the use of such
products. Moreover, based on prior discussions, we assume that if the
merger is not consummated Google may undertake to build or acquire its own codec
that would compete with On2 rather than pursue a significant license or other
material relationship with On2.
What
was the general timetable preceding the announcement of the merger
agreement?
On2 began
discussions with Google regarding the potential acquisition in March
2009. The Board of Directors and Google reached an agreement on the
financial terms of the proposed transaction in early June 2009, and the parties
thereafter negotiated the terms of the merger agreement and finalized its terms
on the evening of August 4, 2009. Additional information regarding
the background of the transaction is included in the proxy statement/prospectus
filed by Google.
Was
the decision to accept Google’s proposal to enter into the merger agreement a
Board decision or a management decision?
The
decision to enter into the merger agreement was made by the Board of Directors,
and the merger agreement was approved by the Board of Directors as required
under Delaware law. The Board of Director’s determination was made
after deliberating in a total of 13 meetings covering a span of
approximately five months. The Board of Directors was advised by two
independent financial advisors and two leading law firms, and engaged in active
and thorough consultation with members of senior management.
Will
the members of the Board of Directors receive any future employment from Google
as a result of the transaction?
No. To
the contrary, all On2 directors will enter into letters of resignation at the
effective time of the merger. No On2 director (including On2’s
Chairman) will serve as a director, officer or employee of Google in connection
with, or following, the merger. For more information as to the
interests of On2’s directors in the merger, please see the sections entitled
“On2 Executive Officers and Directors Have Financial Interests in the Merger”
beginning on page 76 and “Board of Directors and Management of Google Following
Completion of the Merger” beginning on page 83 of the proxy
statement/prospectus.
Will
the members of the Board of Directors receive any future remuneration or
benefits from Google as a result of the transaction?
No. No
On2 director (including On2’s Chairman) will receive any cash, Google Restricted
Stock Units, other Google equity grants or other remuneration from Google in
connection with, or following, the merger. For more information as to
the interests of On2’s directors in the merger, please see the sections entitled
“On2 Executive Officers and Directors Have Financial Interests in the Merger”
beginning on page 76 and “Board of Directors and Management of Google Following
Completion of the Merger” beginning on page 83 of the proxy
statement/prospectus.
Why
were Matthew Frost and Timothy Reusing given offers by Google for employment
after the merger?
Matthew
Frost and Timothy Reusing were given offers of employment to work for Google for
a transition period of 12 months to assist in the integration of On2 into
Google. For more information, please see the sections entitled “On2
Executive Officers and Directors Have Financial Interests in the Merger”
beginning on page 76 of the proxy statement/prospectus.
Do
the Google employment arrangements of Messrs. Frost or Reusing provide for the
grant to them of any Google Restricted Stock Units or other equity of
Google?
No. For
more information, please see the sections entitled “On2 Executive Officers and
Directors Have Financial Interests in the Merger” beginning on page 76 of the
proxy statement/prospectus.
When
did Messrs. Frost and Reusing enter into their employment arrangements with
Google?
Messrs.
Frost and Reusing entered into their employment arrangements with Google after
On2 had entered into the merger agreement with Google. Neither of
Messrs. Frost and Reusing is a member of On2’s Board of Directors, and they
therefore did not have a vote on the decision to enter into the merger agreement
with Google.
Are
there any undisclosed agreements between Google and On2’s Board of Directors or
officers?
No. On2
is required to disclose all of the interests that its directors and officers
have in the merger, and there are no undisclosed arrangements between Google and
any member of On2’s Board of Directors or its officers. For more
information as to the interests of On2’s directors and officers in the merger,
please see the sections entitled “On2 Executive Officers and Directors Have
Financial Interests in the Merger” beginning on page 76 and “Board of Directors
and Management of Google Following Completion of the Merger” beginning on page
83 of the proxy statement/prospectus.
Do
any directors own options with an exercise price above the $0.60 merger
consideration and, if so, what will happen to those options?
Yes. As
of October 20, 2009, directors held options to acquire an aggregate of 885,000
shares of On2 Common Stock that had an exercise price above $0.60 per
share. Those options will be cancelled and forfeited as a result of
the merger without any payment to the directors holding such
options. For more information as to the stock and option holdings of
the directors and their interests in the merger, see the sections entitled “On2
Executive Officers and Directors Have Financial Interests in the Merger –
Acceleration of Vesting of Equity
Compensation
” beginning on page 78 and “Security Ownership of Principal
Stockholders of On2” beginning on page 114 of the proxy
statement/prospectus.
If
all of the directors are losing their positions with On2 and are forfeiting
significant amounts of stock options in the merger, why did they approve this
transaction, as opposed to holding out for a different offer or opting to remain
independent?
The Board
of Directors approved the transaction because it believes that the proposed
merger with Google is fair to and in the best interests of On2’s
stockholders. Among the various factors that the Board of Directors
considered, it believed, and continues to believe, that the merger provides a
significant opportunity for On2’s stockholders to receive greater value now for
their shares than any uncertain long-term value that might be realized were On2
to remain independent.
Did
the company’s results for the quarter ended June 30, 2009, as announced on
August 6, 2009, impact the long term prospects of the company or the financial
projections that management prepared, which are included in the proxy
statement/prospectus?
No. The
financial projections that management prepared for use by the company’s
financial advisors, Duff & Phelps and Covington Associates, were not
impacted by the company’s results for the quarter ended June 30,
2009. In addition, such quarterly results were made available to Duff
& Phelps and Covington Associates for their consideration prior to delivery
of their respective fairness opinions to the Board of Directors.
Since
On2’s expenses and debts appear to be close to or in excess of its available
cash on hand, would On2 consider filing for bankruptcy protection in the event
that the transaction with Google is not consummated, thereby wiping
out all stockholder value?
Not
necessarily. If the proposed merger is not consummated, On2 may be
required to secure additional financing to operate its business and to execute
its business plan. However, the availability of any such financing is
uncertain, and failure to secure it could further materially impair On2’s
liquidity and financial condition as well as the value of a stockholder’s
investment.
On2
has previously stated that it is a challenge to retain highly skilled
employees. In addition to the potential liquidity problems that On2
may face in the event that the transaction with Google is not consummated, and
which therefore could present additional challenges to On2’s ability to attract
and retain employees, does the fact that some of these employees have received
interest from a company such as Google further create retention
challenges?
As
previously disclosed, On2 has experienced, and expects to continue to
experience, difficulty in hiring and retaining highly skilled employees with
appropriate qualifications. The fact that On2’s key employees have
been given the prospect of being able to work at a company such as Google, and
on terms that a company such as Google is able to offer, will only increase the
challenges faced by On2 in retaining such key employees if the merger is not
consummated. If On2 does not succeed in attracting qualified new
personnel or retaining and motivating its current personnel, On2’s operating
results and revenues could be adversely affected.
In
the event a third party was to approach On2 with a merger proposal, would On2 be
permitted to consider such a proposal under the terms of the merger
agreement?
Yes. The
Board of Directors negotiated for the right to engage in discussions and
negotiations with third parties making unsolicited, written acquisition
proposals and the merger agreement expressly permits, subject to certain
conditions, the Board of Directors to engage in negotiations with any such third
parties and to furnish such third parties with non-public information relating
to On2. However, since the announcement of the merger agreement, no
other companies or entities have approached the company to even inquire about a
potential acquisition of On2.
What
are the material U.S. tax consequences of the merger?
As a
general matter, an On2 stockholder will recognize no gain or loss upon the
exchange of On2 Common Stock for Google Class A Common Stock in the merger,
except with respect to cash received in lieu of a fractional share of Google
Class A Common Stock; however, tax matters are very complicated, and the
tax consequences of the merger to a particular stockholder will depend in part
on such stockholder’s circumstances. Accordingly, Google and On2 urge
each On2 stockholder to consult its own tax advisor for a full understanding of
the tax consequences of the merger. For more information, please see
the section entitled “Material U.S. Federal Income Tax Consequences of the
Merger” beginning on page 103 of the proxy statement/prospectus.
Did
Google and On2 consider the amount of On2’s existing net operating loss (“NOL”)
carry-forwards in evaluating the merger and does Google get to fully take
advantage of any such NOLs following the merger?
In
rendering their fairness opinions, both of On2’s financial advisors assumed,
based on information provided by management, that the company’s existing NOL is
available, subject to Internal Revenue Code Section 382 limitations, to provide
future tax benefits to the company by offsetting taxable income through
carryforwards of the NOL. In addition, during the course of the
merger negotiations, On2’s management ensured that Google was made aware of the
NOLs and provided Google with the amounts and related information regarding such
NOLs. However, it is a mistake to assume that On2, or any potential
acquiror, would be able to offset taxable income using the NOLs on anything
close to a dollar-for-dollar basis. Depending on a variety of factors
specific to both On2 and any potential acquiror, the Internal Revenue Code
Section 382 limitations (which are very complicated, but generally limit the
ability to utilize NOLs following a change in control of a company such as is
contemplated here) could result in only a limited portion of On2’s NOLs
ultimately providing any tax benefits.
Why
are stockholders receiving multiple copies of the proxy card?
Stockholders
that hold shares in street name in more than one account and stockholders who
hold some shares in street name and some shares as a registered holder will
receive more than one proxy card. Each such proxy must be voted
separately. On2 has, and will continue to, send to stockholders
reminder letters and additional proxy cards. If you vote more than
once, only your latest dated proxy will be counted.
Can
I change my vote?
Yes. If
you are a holder of record, you may revoke any proxy at any time before it is
voted by signing and returning a proxy card with a later date, changing your
vote by telephone or the internet, delivering a written revocation letter to the
On2 Corporate Secretary, or by attending the special meeting in person,
notifying the Corporate Secretary and voting by ballot at the special meeting.
The On2 Corporate Secretary’s mailing address is 3 Corporate Drive, Suite 100,
Clifton Park, NY 12065.
If your
shares are held in “street name” by a bank, broker or other nominee, you should
follow the
instructions
of your bank, broker or other nominee regarding the revocation of
proxies. Any stockholder entitled to vote in person at the special
meeting may vote in person regardless of whether a proxy has been previously
given, but the mere presence (without notifying On2’s Corporate Secretary) of a
stockholder at the special meeting will not constitute revocation of a
previously given proxy.
Why
has On2 set two record dates, a notice record date and a voting record
date?
On2 has
elected to use a separate notice record date and voting record date as a means
to partially address the issue of “empty voting,” that is, situations in which
stockholders take positions in their stockholdings that divorce their voting
power from their economic interest, which can result in voting behavior that
disrupts the presumed tendency of stockholders to vote in a manner that
maximizes their ownership interests in the company. Recent amendments
to the General Corporation Law of the State of Delaware intended to address this
issue now permit Delaware corporations to select both a notice record date for
the purpose of giving notice of a meeting to stockholders owning shares on such
date and a later voting record date, that is closer to the actual meeting date,
for the purpose of determining which stockholders are entitled to vote at the
meeting. By providing for a voting record date that is closer to the
date of the special meeting than the notice record date, On2 and Google both
believe that the votes cast at the special meeting of On2 stockholders will be
more reflective of the On2 stockholder base at the time of the special
meeting.
Would
On2 consider a reverse stock split if the proposed merger is not
approved?
The Board
of Directors believes that the proposed merger is fair to and in the best
interests of On2’s stockholders, and we remain focused on obtaining stockholder
support for it. Accordingly, we do not believe this is the
appropriate time to consider the possibility of any alternative transactions,
including a reverse stock split.
What
does a stockholder need to do now?
After
carefully reading the proxy statement/prospectus and having decided how to vote,
please promptly submit a proxy to have your shares voted at the special
meeting. If you hold stock in your name as a stockholder of record as
of the voting record date, please have your shares voted by (i) completing,
signing, dating and returning a proxy card, (ii) using the telephone number
on your proxy card and following the recorded instructions or (iii) using
the internet voting instructions on your proxy card. If you are a stockholder of
record and are submitting a proxy by telephone or via the internet, your voting
instructions must be received prior to the time the vote is taken at the special
meeting. If you have internet access, we encourage you to submit a
proxy via the internet.
If you
hold your stock in “street name” through a bank, broker or other nominee, you
must direct your bank, broker or other nominee to vote in accordance with the
instructions you have received from your bank, broker or other
nominee. Submitting your proxy card or directing your bank, broker or
other nominee to vote your shares will ensure that your shares are represented
and voted at the special meeting.
When
is the On2 special meeting of stockholders and when do I need to vote
by?
The On2
special meeting will be held at the Comfort Suites in Venetian Room I at 7
Northside Drive, Clifton Park, NY 12065, at 4:00 p.m., local time, on
December 18, 2009. All holders of record at the close of
business on December 3, 2009, the voting record date, will be entitled to
vote at the special meeting in person or by proxy. If you are a
stockholder of record and are submitting a proxy by telephone or via the
internet, your voting instructions must be received prior to the time the vote
is taken at the special meeting. If you hold your stock in “street
name” through a bank, broker or other nominee, you must direct your bank, broker
or other nominee to vote in accordance with the instructions you have received
from your bank, broker or other nominee.
Whom
should a stockholder call with questions?
If you
need any assistance in completing your proxy card, have questions regarding the
special meeting or wish to learn the exchange ratio once it is calculated, you
may call Innisfree M&A Incorporated, On2’s proxy solicitor, at
(877) 456-3488 (toll-free) if you are a stockholder or (212) 750-5833
(collect) if you are a bank or broker. International holders can call
Innisfree at +1 (412) 232-3565.
Additional
Information and Where to Find It
Google
has 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 has been mailed
to holders of On2 Common Stock identified as of October 20, 2009, which is the
notice record date for the special meeting. 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 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.
This
Presentation Does Not Contain All of the Information in the Proxy
Statement/Prospectus
Some of
the matters included in this presentation are summaries of material information
set forth in the proxy statement/prospectus that has been mailed to
stockholders, as described above. This presentation may not contain
all of the information that is important to you. In addition to this
presentation, we urge you to read carefully the entire proxy
statement/prospectus and the other documents to which we refer you therein in
order to fully understand the proposed merger.
Forward-Looking
Statement
Information
set forth in this presentation 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
contained in this presentation. The foregoing risks and uncertainties included
herein are not exhaustive.