Google moved one step closer to completing its acquisition of On2 Technologies today.
Video-compression vendor On2 announced that it and Google have been granted early termination by the Federal Trade Commission and the Antitrust Division of the Department of Justice of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
With that milestone achieved, the two companies have satisfied a key condition for completion of the proposed merger. The deal also is subject to the adoption of the merger agreement by On2 shareholders at a special meeting.
The only serious threat to the consummation of the acquisition is a lawsuit filed by dissident On2 shareholders unhappy with the price the company’s officers extracted from Google.
Although the shareholders behind the lawsuit contend that On2’s directors violated their fiduciary duty in not seeking another prospective buyer and in failing to negotiate a higher price from Google, their case might be difficult to prove. Google could probably make it go away by agreeing to raise its offer by a few cents per share, but there’s been no indication that’s about to happen.