On2 Technologies, Inc. and Google Inc. announced today that they have agreed to amend the merger agreement under which Google will acquire On2. Under the revised terms, each outstanding share of On2 common stock will receive 0.0010 of a share of Google Class A Common Stock for each share of On2 common stock, as previously announced by On2 and Google, plus an additional $0.15 per share in cash consideration.
The revisions to the terms of the merger agreement serve, in part, to address the fact that, since the acquisition was first announced in August 2009, the market value of Google’s Class A Common Stock has increased significantly while the value of the acquisition has remained fixed for On2’s stockholders. By increasing the consideration offered to On2’s stockholders by an additional $0.15 per share in cash, On2’s stockholders will receive additional value for their On2 common stock that Google and On2 believe better reflects the value that On2’s stockholders would have received had the acquisition closed closer to the time of its announcement in August 2009.
This increase in the consideration that Google is offering to On2’s stockholders constitutes Google’s final offer.
Google will file with the SEC a supplement to the definitive proxy statement/prospectus, dated November 3, 2009, that will describe the revisions to the merger agreement, including, among other things, the increase in the consideration, and will mail the same to all holders of record of On2 common stock as of the close of business on January 15, 2010, the new record date for the further adjourned Special Meeting of On2’s stockholders.
On2’s further adjourned 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, February 17, 2010. At the reconvened Special Meeting, holders of On2 common stock as of the new record will be asked to consider and vote upon the merger proposal and, if necessary, the adjournment proposal, as set forth in the proxy statement/prospectus filed by Google.
On2’s board of directors approved the amendment to the merger agreement and recommends that On2’s stockholders approve the amended merger agreement and the merger proposal.
