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On2 Announces Effectiveness of Registration Statement and Mailing of Definitive Proxy Statement/Prospectus
Wednesday, November 04, 2009 4:06 PM


CLIFTON PARK, N.Y., Nov. 4 /PRNewswire-FirstCall/ -- On2 Technologies, Inc. (NYSE Amex: ONT) today announced that the Securities and Exchange Commission (the "SEC") has declared effective a Form S-4 Registration Statement, which includes a Proxy Statement of On2 and also constitutes a Prospectus of Google Inc. (Nasdaq: GOOG) (the "proxy statement/prospectus"), in connection with the proposed acquisition of On2 by Google. As described below, holders of On2 common stock as of the voting record date will be asked to approve the proposed acquisition by Google at the On2 special meeting (the "special meeting"), to be held on December 18, 2009.

On2 will commence the mailing of the proxy statement/prospectus to all holders of On2 common stock identified as of the close of business on October 20, 2009, which is the date set by the On2 board of directors as the notice record date for the special meeting. The On2 board of directors also has set the close of business on December 3, 2009 as the voting record date. All holders of On2 common stock as of the voting record date will be entitled to vote on the merger proposal at the special meeting.

As soon as practicable following the voting record date, On2 will conduct a second mailing of the proxy statement/prospectus, along with all documents incorporated by reference into the proxy statement/prospectus, to any On2 stockholders who were not holders of On2 common stock as of the notice record date but who are holders of record as of the voting record date.

The proposed merger is subject to customary closing conditions, including the requisite approval by holders of On2 common stock.

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 www.on2.com or www.on2.cn.

Forward-Looking Statements

Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. 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. Without limiting the foregoing, On2 cannot guarantee that the merger with Google will be completed on a timely basis, if at all. Among other things, the transaction is subject to approval of On2's stockholders. In addition, each party has termination rights in certain limited circumstances. The risks and uncertainties included above are not exhaustive.




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