On2 Technologies Reports Proposed Settlement in Litigation Involving Proposed Merger With Google
26 Outubro 2009 - 10:30AM
PR Newswire (US)
CLIFTON PARK, N.Y., Oct. 26 /PRNewswire-FirstCall/ -- On2
Technologies, Inc. (NYSE Amex: ONT) today reported a proposed
settlement, subject to court approval, to resolve litigation
involving five purported class action complaints, four filed in the
Court of Chancery of the State of Delaware, which have been
consolidated into a single action (the "Delaware Action"), and
another filed in the Supreme Court of the State of New York, County
of Queens (the "New York Action") that were brought in connection
with the proposed acquisition of On2 by Google (the "merger"). As
more fully described in a Form 8-K being filed today by On2 and as
disclosed in the registration statement on Form S-4, as amended
(the "Registration Statement"), which Google intends to file with
the Securities and Exchange Commission (the "SEC") on or about
October 26, 2009, On2 and the On2 board of directors and the
plaintiffs to each of the Delaware Action and the New York Action
entered into a memorandum of understanding ("MOU") on October 23,
2009 contemplating the settlement of all claims in each of the
Delaware Action and the New York Action. Under the MOU, the
plaintiffs, on behalf of themselves and the putative class of
plaintiffs, agreed to settle all the aforementioned litigation and
release the named defendants in the actions (including Google,
which is not participating in the settlement) and their affiliates
from, among other things, claims related to the merger. Pursuant to
the terms of the MOU, On2 agreed to provide additional supplemental
disclosures that are reflected in the proxy statement/prospectus,
which forms a part of the Registration Statement. The settlement is
contingent upon, among other things, further definitive
documentation, approval of the settlement and the dismissal with
prejudice of the actions by, respectively, the Delaware Court of
Chancery and the Supreme Court of the State of New York. Although
On2, the On2 directors and Google believe that the Delaware Action
and the New York Action are entirely without merit and that they
have valid defenses to all claims, On2 and the On2 directors have
entered into the MOU in order to minimize the costs associated with
this litigation. On2 and the On2 directors said that the proposed
settlement is not in any way an admission of any wrongdoing or
liability in connection with plaintiffs' allegations and maintain
that the On2 directors diligently and scrupulously complied with
their fiduciary and other legal duties. About On2 Technologies,
Inc. 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
Technologies is headquartered in Clifton Park, NY USA. For more
information, visit http://www.on2.com/ or http://www.on2.cn/.
Caution Concerning Forward-Looking Statements Investors are
cautioned that statements in this press release that are not
strictly historical statements, including, without limitation,
statements relating to approval of the settlement, constitute
forward-looking statements. These statements are based on current
expectations, forecasts and assumptions that are subject to risks
and uncertainties that could cause actual outcomes and results to
differ materially from those statements. Risks and uncertainties
include, among others, 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
Registration Statement, and subsequent SEC filings. Additional
Information and Where to Find It Google has filed the Registration
Statement with the SEC in connection with the proposed merger,
which includes a preliminary Proxy Statement of On2 and also
constitutes a Prospectus of Google. The definitive Proxy
Statement/Prospectus will be mailed to On2 stockholders prior to
the On2 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
http://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 http://www.on2.com/.
Participants in the Solicitation Google, On2 and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed merger.
Information regarding Google's executive officers and directors is
included in Google's definitive proxy statement, which was filed
with the SEC on March 24, 2009, and information regarding On2's
executive officers and directors is included in On2's definitive
proxy statement, which was filed with the SEC on April 7, 2009. The
Proxy Statement/Prospectus for the proposed merger also provides
additional information about participants in the solicitation of
proxies from On2 stockholders, which participants' interests may
differ from On2 stockholders generally. You can obtain free copies
of these documents from Google or On2 using the contact information
below. DATASOURCE: On2 Technologies, Inc. CONTACT: Investor
Contact, Google: Maria Shim, +1-650-253-7663, , or Media Contact,
Google: Andrew Pederson, +1-650-450-3896, ; or On2: Garo
Toomajanian, +1-518-881-4299, Web Site: http://www.on2.com/
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