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  • casp321 casp321 Dec 19, 2009 9:30 AM Flag

    I WILL submit an SEC Complaint about 57% PRIMIUM SCAM

    It was already PLANNED for 1000 ON2 shares for ONE Google Share, $0.60 WAS a BIG LIE and ON2's BOD and Frost's CRIMINAL acts AGAINST ON2's Shareholders. They could ROUND it to benefit ON2 shareholders should Google PPS have Gone $400 or under. A BIG CRIME and LIE against ON2's share holders



    1) $0.60 / $450 = 0.00133 ==> 0.001 Rounded ==> AT $0.45 NOT at $0.60 share EXCHANGE

    2) $0.60 / $500 = 0.0012 ===> 0.001 Rounded ==> AT $0.50 NOT at $0.60 share EXCHANGE

    3) $0.60 / $550 = 0.00101 ===> 0.001 Rounded ==> AT $0.55 NOT at $0.60 share EXCHANGE

    4) $0.60 / $600 = 0.001 ===> 0.001 Rounded ==> AT $0.60 share EXCHANGE

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    • Is Google involved in this scam?

      • 1 Reply to cocktailbird65
      • -----On2 Technologies, Inc. (NYSE Amex: ONT) and Google Inc. (NASDAQ: GOOG) jointly announced today that they have entered into a definitive agreement under which Google will acquire On2, ...The transaction is valued at approximately $106.5 million.



        Google to Acquire On2 Technologies
        August 5th, 2009

        CLIFTON PARK, NY and MOUNTAIN VIEW, Calif. (August 5, 2009) - On2 Technologies, Inc. (NYSE Amex: ONT) and Google Inc. (NASDAQ: GOOG) jointly announced today that they have entered into a definitive agreement under which Google will acquire On2, a leading developer of video compression technology. Under the terms of the agreement, each outstanding share of On2 common stock will be converted into $0.60 worth of Google class A common stock in a stock-for-stock transaction. The transaction is valued at approximately $106.5 million.


        http://www.on2.com/index.php?id=472&news_id=681

        ---------------------


        ASSUMING the calculation I am doing is correct:

        Number of Outstanding shares seems to be LARGER in August 5, 2009, 177,500,000, than the one from ON2's Form 10-Q for 2009/Q3 reported on Oct 31, 2009, 176,590,000. How COULD this be possible???

        Which one of these are the right number?



        2 million "EXTRA" Outstanding share between July 31, 2009 and December 2009:


        177,500,000 - 175,590,000 = 1,910,000 "MISSING" from second quarter 2009 Form 10-Q


        1) Number of ON2's Outstanding shares Based on the Value of ON2 Given on August 5, 2009 "Merger" PR

        $106,500,000 / $0.60 = 177,500,000


        2) Number of ON2's Outstanding shares Based on Form 10-Q for second quarter Ending June 30, 2009
        The number of shares of the Registrant’s Common Stock, par value $0.01 (“Common Stock”), outstanding as of July 30, 2009 was 175,504,000


        3) Number of ON2's Outstanding shares Based on Form 10-Q for third quarter ending September 30, 2009
        The number of shares of the Registrant’s Common Stock, par value $0.01 (“Common Stock”), outstanding as of October 31, 2009 was 176,590,000

    • This is the CORE of what I will send SEC:


      Dear Sir/Madam:

      I am a shareholder of a small Company called ON2 Technologies Inc., which offers industry leading solutions for video compression. ON2 targets the fast growth market of VOIP, IPTV, Mobile Video/TV, HD Video, Web Video, Video Gaming, Enterprise and Education, Devices & Consumer Electronics, Digital Signage and Security and surveillance, and Cloud Computing (1). To expand its business and add its video codec in hardware and chipsets, ON2 acquisition of a company named Hantro, in Finland, completed by Oppenheimer, on November 1, 2007. Hantro was knowledgeable and experienced to create highly optimized embedded video codec and multimedia applications (2). After about two years of acquisition of Hantro, Google and ON2 announced, on August 5, 2009, their fraudulent "merger", which I oppose because of unfair capped ON2's PPS at $0.60, unfair Google and ON2's share exchange, and Google imposing restriction on ON2 shopping for another bid and preventing ON2 from performing in full functions its normal and daily deal and business activities with its current and future clients, customers, and partners.

      In this complaint my concern is about the PR (1), related to Google and ON2 merger, released on August 5, 2009. The “premium” indicated in the PR does NOT reflect the right value of the given ON2 and Google PPS on August 4, 2009, which was supposedly used to calculate the “premium”.

      The ratios demonstrated by Google and ON2 on joint Proxy Statement (4) are NOT reflecting the right financial statements released in (1). It was NOT ON2 PPS at $0.60 for share exchange at "approximately"57% premium" and the transaction could not be valued at approximately $106.5 million, at the time of the "Merger" announcement on August 5, 2009. Google closed at $453.73 and ON2 Closed at $0.38 on August 4, 2009. This translates to ON2 share EXCHANGE at $0.585 and NOT $0.60 and approximately 54% premium and NOT "approximately"57% premium". Also, it translate to $104 million and NOT $106.5 million


      In my mind, rounding "to the nearest fourth decimal point"(3) should have been decided at the time of "Merger" announcement(1) on August 5, 2009 and NOT on November 3, 2009,which is the date of the Proxy Statement(4). These from Q&A, dated 12/5/2009 and posted on ON2 main site, should make the ON2 BOD and Google’s activities clear: "The Board of Directors and Google reached an agreement on the financial terms of the proposed transaction in early June 2009, and the parties thereafter negotiated the terms of the merger agreement and finalized its terms on the evening of August 4, 2009."(2)







      1) Google to Acquire On2 Technologies
      http://www.on2.com/index.php?id=479&news_id=681

      2) Some Frequently Asked Questions About the On2-Google Merger
      http://www.on2.com/docs/on2-google-merger-faq.pdf

      3) On2 and Google Announce Exchange Ratio for On2 Merger
      http://www.on2.com/index.php?id=472&news_id=692

      4) Proxy Statement/Prospectus
      http://sec.gov/Archives/edgar/data/1288776/000119312509222884/d424b3.htm

      5) August 4, 2009, Closing price at the time of Google and ON2 "Merger" Announcement:

      5.1) ON2, trading symbol ONT, Closing Price was at $0.38
      http://finance.yahoo.com/q/hp?s=ONT&a=07&b=1&c=2009&d=07&e=10&f=2009&g=d

      5.2) Google, trading symbol GOOG, Closing Price was at $453.73
      http://finance.yahoo.com/q/hp?s=GOOG&a=07&b=1&c=2009&d=07&e=10&f=2009&g=d

      6) November 3, 2009, Closing Price at the time of ON2/Google joint Proxy Announcement

      6.1) ON2, trading symbol ONT, Closing Price was at $0.59
      http://finance.yahoo.com/q/hp?s=ONT&a=10&b=1&c=2009&d=10&e=10&f=2009&g=d

      6.2) Google, trading symbol GOOG, Closing Price was at $537.29
      http://finance.yahoo.com/q/hp?s=GOOG&a=10&b=1&c=2009&d=10&e=10&f=2009&g=d

      Regards,

    • Google decided to lie, cheat and steal from On2 shareholders. Unbeliavable.

    • Still the Primium and ON2 share EXCHANGE value at the time of "merger" announcement on August 5, 2009 was WRONG:


      They have the ratios in the Proxy but stil, it was NOT $0.60 ON2 share exchange at "approximately"57% premium" and transaction was NOT valued at approximately $106.5 million, at the time of the "Merger" announcement on Agust 5, 2009. Google closed at $453.73 and ON2 Closed at $0.38 on August 4, 2009. This translates to ON2 share EXCHANGE at $0.585 and NOT $0.60 and approximately 54% premium and NOT "approximately"57% premium". Also, it translate to $104 million and NOT $106.5 million


      Q: What will On2 stockholders receive in the merger?

      A: In the merger, On2 stockholders are entitled to receive a fraction of a share of Google Class A Common Stock equal to the exchange ratio for each outstanding share of On2 Common Stock held by them, in addition to cash payable in lieu of any fractional shares, without interest. The exchange ratio will depend on the trading price of Google Class A Common Stock as described below.
      The exchange ratio is equal to $0.60 divided by the trading price, which is 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 days immediately up to and including the second trading day prior to the date of the special meeting, rounded to the nearest fourth decimal point.
      Because no fractional shares of Google Class A Common Stock will be issued in connection with the merger, as a result of the formula used to calculate the exchange ratio, some On2 stockholders will not receive any shares of Google Class A Common Stock but only cash in connection with the merger.
      For illustrative purposes only, if the trading price of Google Class A Common Stock were $550.00, a holder of 500 shares of On2 Common Stock would receive a cash payment of $302.50 in lieu of any fractional shares (i.e., 500 x ($0.60/$550.00) = 0.55 shares; 0.55 x $550.00 = $302.50).
      If the trading price of Google Class A Common Stock were $550.00, a holder of 1,000 shares of On2 Common Stock would receive one share of Google Class A Common Stock (i.e., 1,000 x ($0.60/$550.00) = 1.1; 1.1 - 0.1 = 1.0 share) and a cash payment of $55.00 in lieu of any fractional shares (i.e., 0.1 x $550.00 = $55.00).
      If the trading price of Google Class A Common Stock were $550.00, a holder of 5,000 shares of On2 Common Stock would receive five shares of Google Class A Common Stock (i.e., 5,000 x ($0.60/$550.00) = 5.5; 5.5 – 0.5 = 5.0 shares) and a cash payment of $275.00 in lieu of any fractional shares (i.e., 0.5 x $550.00 = $275.00).
      Because of the effect of rounding in the exchange ratio calculation, a slight increase or decrease in the trading price, as defined, at certain values will impact the aggregate value of the shares and cash that an On2 stockholder receives in connection with the merger.

      http://sec.gov/Archives/edgar/data/1288776/000119312509222884/d424b3.htm

    • On the DAY of FRAUDULENT Google and ON2 share EXCHANGE announcement on August 5, 2009, the share EXCHANGE was 1000 ON2 shares per 1 Google share, with Google PPS at or around $450, ON2's PPS was for exchange $0.45 and NOT $0.60 as Google and ON2 provided MISLEADING and wrong information to the PRESS and ON2 shareholders on that day.

      That translates to ON2 PRICE at $79,200,000 and NOT $106,500,000 on August 5, 2009.

      That was a FRAUD and CRIME against ON2 shareholders and it should NOT go withoiut any PUNISHMENT.

      Not only they WERE ROBBING ON2 shareholders they were HUMULIATING them too.

      • 1 Reply to casp321
      • They can NOT call it a "mistake" and trying to "correct" the number of "digits". That was PLANNED and DELEBERATE. See who they were:

        Google to acquire On2 Technologies
        Posted by Editor on 8/06/09 • Categorized as Google

        On2 Technologies, Inc. (NYSE Amex: ONT) and Google Inc. (NASDAQ: GOOG) jointly announced today that they have entered into a definitive agreement under which Google will acquire On2, a leading developer of video compression technology. Under the terms of the agreement, each outstanding share of On2 common stock will be converted into $0.60 worth of Google class A common stock in a stock-for-stock transaction. The transaction is valued at approximately $106.5 million



        $0.60 per share represents a premium of approximately 57% over the closing price of On2’s common stock on the last trading day immediately prior to the announcement of the transaction, and a premium of approximately 62% over the average closing price of On2’s common stock for the six month period immediately prior to the announcement of the transaction.

        The transaction, which is subject to On2 stockholder approval, regulatory clearances and other closing conditions, is expected to close in the fourth quarter of 2009.

        Wilson Sonsini Goodrich & Rosati and Potter Anderson & Corroon served as legal counsel to Google, and Credit Suisse provided M&A advisory services to Google. Covington Associates, LLC served as financial advisor to On2 and its board of directors and Duff & Phelps, LLC served as an independent financial advisor to On2’s board of directors, and each of them provided an opinion as to the fairness, from a financial point of view, to the public stockholders of On2 of the exchange ratio in the proposed transaction. Hogan & Hartson LLP and Richards, Layton & Finger served as legal counsel to On2.

        http://dailyconnect.in/2009/08/06/google-to-acquire-on2-technologies/


        http://www.devicemanagement.org/content/view/349293/1/


        Potter Anderson Serves as Delaware Counsel to Barclays
        September 17, 2008


        Potter Anderson & Corroon LLP served as Delaware counsel to Barclays in connection with its purchase of certain assets from Lehman Brothers North American investment banking and capital markets businesses. Barclays will acquire trading assets with a current estimated value of $72 billion and trading liabilities with a current estimated value of $68 billion for a cash consideration of $250 million. Barclays will also acquire the New York headquarters of Lehman Brothers as well as its two data centers. Cleary Gottleib Steen & Hamilton LLP retained Potter Anderson on behalf of Barclays. Attorneys working on the deal included Donald J. Wolfe Jr., Michael B. Tumas and Scott E. Waxman.

        http://www.potteranderson.com/news-firm-127.html

 
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