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On2 Stockholders Approve Merger with Google

Friday, February 19, 2010

CLIFTON PARK, N.Y. -- On2 Technologies, Inc. (NYSE Amex: ONT) 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 On2 Technologies

On2 creates advanced video compression technologies that power the video in today's leading desktop and mobile applications and devices. On2 customers include Adobe, Skype, Nokia, Infineon, Sun Microsystems, Mediatek, Sony, Brightcove, and Move Networks. On2 is also an industry leader in video transcoding software and services. On2 is headquartered in Clifton Park, New York. For more information visit www.on2.com.



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