On2 Stockholders Approve Merger with Google

On2 and Google anticipate closing the transaction on or about February 19, 2010

Feb. 17, 2010 08:45 PM

On2 Technologies on Wednesday announced that its stockholders approved the merger of On2 with a wholly owned subsidiary of Google Inc. at its Reconvened Special Meeting held earlier today.

On2 stockholders holding in excess of a majority of the outstanding shares of On2 Common Stock voted in favor of the merger proposal.

Under the terms of the merger agreement, as amended, each outstanding share of On2 Common Stock (other than shares owned by

(a) Google, Oxide Inc., Oxide LLC or On2 and

(b) any On2 stockholders who are entitled to and who properly exercise appraisal rights under Delaware law) will be cancelled and extinguished and will be automatically converted into the right to receive

(1) $0.15 in cash;

(2) 0.0010 of a share of Google Class A Common Stock; and

(3) 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), without interest.

On2 and Google anticipate closing the transaction on or about February 19, 2010, subject to the satisfaction or waiver of other previously disclosed closing conditions.

About Fuat Kircaali
Fuat Kircaali is the founder and chairman of SYS-CON Media, Cloud Expo, Inc. and Ulitzer, Inc.

Kircaali came to the United States from Zurich University, Switzerland in 1984 while studying for his PhD, to design computer systems for SH-2G submarine hunter helicopters for the U.S. Navy. He later worked at IBM's IS&CG Headquarters as a market research analyst under Mike Armstrong's leadership, an IBM executive who later ran IBM Europe and AT&T; and Fuat was the Director of Information Systems for UWCC, reporting to CEO Steve Silk (later Hebrew National CEO), one of the top marketing geniuses of the past two decades.

Kircaali founded SYS-CON Media in 1994, a privately held tech media company with sales exceeding $100 million. SYS-CON Media was listed twice by Inc 500 and Deloitte and Touche as one of the fastest-growing companies in North America. Kircaali launched Ulitzer, Inc., a revolutionary "new media" start-up in mid 2009.

Fuat completed Bogazici University Business Administration program in 1982 with a Bachelor's Degree. He was one of 50 students accepted to the program out of over 1 million high school graduates that year.

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