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  • casp321 casp321 Dec 20, 2009 9:34 PM Flag

    I WILL submit an SEC Complaint about 57% PRIMIUM SCAM

    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

    2) Some Frequently Asked Questions About the On2-Google Merger

    3) On2 and Google Announce Exchange Ratio for On2 Merger

    4) Proxy Statement/Prospectus

    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

    5.2) Google, trading symbol GOOG, Closing Price was at $453.73

    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

    6.2) Google, trading symbol GOOG, Closing Price was at $537.29


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