Will Google’s Sweetened Bid for On2 Close the Deal?

Here and elsewhere, On2 shareholders dissatisfied with Google’s takeover offer for the video-compression company have campaigned against the proposed acquisition.

They’ve actually done more than that, alleging improper and untoward conduct by On2 principals and board members, some of whom were deemed to have gotten too cozy with Google and not open enough to offers from other potential acquirers.

It has been an ugly episode, for On2 and for Google, which never misses an opportunity to burnish its self-proclaimed corporate image as a non evildoer. While it hasn’t been established that Google perpetrated any dubious deeds in the context of its pursuit of On2, the ensuing charges and countercharges were unedifying. It could have gone better, and perhaps it would have done if Google had made a higher offer at the onset.

Figuring that late is better than never, Google has decided to sweeten its bid for On2. In what it described today as its “final offer,” Google proposes to give On2 stockholders an extra 15 cents in cash for every On2 share they hold, plus the originally proposed exchange of 0.001 shares of Google Class A common stock for each share of On2 stock.

Said On2 and Google in a statement:

“By increasing the consideration offered to On2’s stockholders by an additional $0.15 per share in cash, On2’s stockholders will receive additional value for their On2 common stock that Google and On2 believe better reflects the value that On2’s stockholders would have received had the acquisition closed closer to the time of its announcement in August 2009. This increase in the consideration that Google is offering to On2’s stockholders constitutes Google’s final offer.”

With the modified terms in effect, the deal would be worth about $134 million, up 20 percent on an initial arrangement valued at about $107.4 million. A large number of On2 shareholders weren’t happy with that offer — or how it came about — and they rebuffed it forcefully, compelling the company to twice postpone a shareholder meeting designed to confer official approval on the deal.

The company’s board, which has approved of the sale to Google all along, recommends acceptance of the revised bid. Shareholders will have an opportunity to pass judgment on the deal at a meeting on February 17.

Will they be favorably disposed to the sweetened offer? Will this meeting, unlike the other ones, actually take place? I’d like to hear directly from On2 shareholders, especially those — and there were many of them — who were opposed to the initial bid.

3 responses to “Will Google’s Sweetened Bid for On2 Close the Deal?

  1. Most of the millions of shares that have been bought lately are from large Institutions since On2 unethically extended the date at which shareholders are eligible to vote who On2 is hoping to sway in their favor thus the extra 15 cents. Believe me when I say the extra 15 cents wasn’t put there to get the vote of us small time retail holders that have blocked this merger so far. Matt Frost knows that isn’t going to happen.
    As far as another bid coming from somewhere else, don’t think that is all we are holding out for. We also have no problem in voting out the current management and Board of Directors. The process has already been started. We’re willing to take our lumps even if it causes the stock price to plummet and rebuild the company with new blood.

  2. Thanks for the reply, Lawrence.

    Do you and your associates feel confident that you can displace the executive management and board of directors; or are you of the view that it’s a quixotic campaign — more about principle than about the ultimate outcome?

  3. Absolutely I feel confident we can displace them. We just need block this merger vote one more time.

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