Investigation Overview
The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of On2 Technologies, Inc. (AMEX:ONT) arising out of their attempt to sell On2 Technologies to Google, Inc.
On2 Technologies, Inc. (NYSE Amex: ONT) and Google Inc. (NASDAQ: GOOG) announced on Wednesday, August 05, 2009, that they have entered into a definitive agreement under which Google will acquire On2 Technologies, Inc. On2 Technologies announced that 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 and that the transaction is valued at approximately $106.5 million.
But according to one investigation of a law firm the transaction appears to be unfair to current investors of On2 Technologies, Inc. (AMEX:ONT) by failing to conduct an open and fair auction process for the Company and the offer to purchase On2 Technologies for $0.60 per share appears opportunistically timed to take advantage of the current economic downturn. Therefore the investigation is primarily focused on whether Board of Directors of On2 Technologies, Inc.fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal. Another investigation says the deal is unfair because On2 Technologies stock traded at $0.65 per share as recently as May 13, 2009.
On2 Technologies, Inc., located in Clifton Park, NY, a developer of video compression technology and technology that enables the creation, transmission, and playback of multimedia in resource-limited environments, such as cellular networks transmitting to battery operated mobile handsets or high definition (HD) video transmitted over the Internet. On2 Technologies, Inc. reported in 2007 Total Revenue of $13.24million and in 2008 Total Revenue of $16.27million. Shares of On2 Technologies, Inc. (Public, AMEX:ONT) traded at $ 0.599 per share after the announcement and at $0.39 per share the day before the announcement. Shares of On2 Technologies, Inc. (AMEX:ONT) were down from a 52weekHigh of $0.65 per share and over $3.40 per share in 2007.