On2股东批准谷歌收购

On2今天宣布, after suspending two previous special meetings in December 2009, that it has enough shareholder votes to complete a merger with Google.

Terms of the deal specify that On2 will operate as a wholly owned subsidiary, and the value of the deal is placed at approximately $133 million in cash and Google Class A common stock.

The road to today's vote—an extension of the vote begun on December 18—was fraught with uncertainty and a public dissension by a group of what the 金融时报》约翰·迪扎德称之为“持不同意见的股东”."

When the announcement of the intent by On2 and Google to enter into a merger agreement first hit the wires in August 2009, shareholders began immediately questioning the value of the transaction. Google would acquire On2, and each outstanding share of On2 Common Stock would be converted into $0.价值60美元的谷歌A类普通股.

12月16日, 2009, 在首次特别会议前两天, Google and On2 announced the exact share-to-share exchange ratio.

"The fraction of a share of Google Class A Common Stock to be issued for each share of On2 Common Stock in connection with Google's proposed acquisition of On2, 将是0美元.0010.一份联合新闻稿称. “交换比率是通过除以0美元来确定的.按交易价格计算，每股60美元, which is defined 在 merger agreement as 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-day period ending on and including the second trading day prior to the date of the special meeting of On2's stockholders to consider and vote on the proposed merger."

首次会议于12月18日举行, 然而, did not generate enough shareholder votes to reach a majority of outstanding shares in favor of the merger. 多数股东的赞成票, regardless of whether they attended the meeting or voted by proxy, 合并是否会取得进展.

休会, 显然, would have meant that the merger vote would be considered a no vote. 一位公司发言人说, after the December 18 meeting was suspended and re-scheduled for continuation on December 23, that the majority of votes cast were in favor of the merger.

On2 encouraged those with large blocs of shares to cast their proxy vote by the next meeting, but the December 23 meeting's primary business was changed into a vote on whether to adjourn until today.

十二月底, a number of shareholders began questioning both the fact that no other bidders had come forward to push up the offer price in a bidding war, as well as questioning the falling value of the stock offer from Google.

In part to address the falling value of the stock offering, On2 and Google announced a revision to the terms of the merger in January 2010.

"Since the acquisition was first announced in August 2009," the companies said in a joint press release on January 7, 2010, "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.每股15美元现金, 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." That additional 15 cents per chare totaled $26 million.

这些公司补充道, 然而, that they did not expect to increase the offering 在 future, noting "this increase 在 consideration that Google is offering to On2's stockholders constitutes Google's final offer."

Dizard描述, in a January 24 article how On2 activists used public message boards as well as "private, 只有邀请才能交换信息的网站, 制定策略并组织一致的应对措施."

"It is a more professional environment" than the public message boards, 威廉·波洛克说, 持不同意见的股东, 在 金融时报》 article, adding that "people on the public message boards are more likely to misrepresent [the] size of their positions. We made contact with the heads of mergers and acquisitions at firms such as Apple, 思科, 和Adobe都是谷歌的竞争对手. Obviously we would have wanted them to come in and make a counter-offer. We are not in a position to do anything officially other than making sure the [prospective competing bidders] are aware of the opportunity."

然而,, 对On2及其技术的兴趣, it appears that no one else stepped forward to counter-offer for On2, leaving the dissendents—and the arbitrage community which, 根据一些说法, had picked up between 30-50% of the outstanding shares—to vote today on the merits of Google's revised offering.