Google’s (GOOG) $106.5 million acquisition of video software firm On2 could take longer than expected. On2 announced today that it’s been hit by two class-action lawsuits, both arguing that On2’s board breached their fiduciary deals by agreeing to be purchased by Google, and seeking to stop the deal.
Basically, the groups think On2 should have been sold for more money, according to Reuters. (Google offered a 57% premium, or $0.60 per share.) And a complaint says that On2’s agreement included provisions with Google — such as a $2 million breakup fee and a “no shop” clause — that would make it harder for On2’s board to get a better offer.
Here’s On2’s SEC filing:
On or about August 10, 2009, On2 Technologies, Inc. (the “Company”) was served with two purported class action complaints, one filed in the Court of Chancery of the State of Delaware and another filed in the Supreme Court of the State of New York, County of Queens. Both complaints generally allege, among other things, that the members of the Company’s board of directors breached their fiduciary duties to the stockholders of the Company in connection with negotiating and entering into the previously disclosed merger agreement with Google Inc. (“Google”), and that Google and the Company aided and abetted in such alleged breaches of the directors’ duties. Both complaints seek, among other things, declaratory and injunctive relief and the Delaware complaint also seeks damages in an unspecified amount. The Company believes that these claims are without merit and intends to vigorously contest such allegations.
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