Business
Marchex and Edenbrook Capital Announce Results of Tender Offer for up to 10 Million Shares of Class B Common Stock of Marchex
SEATTLE--(BUSINESS WIRE)-- Marchex (NASDAQ: MCHX), a leading conversational analytics company that connects the voice of the customer to your business,
About this update from Marchex, Inc.
[{"type":"text","content":" SEATTLE--(BUSINESS WIRE)--\nMarchex (NASDAQ: MCHX), a leading conversational analytics company that connects the voice of the customer to your business, announced today the results of joint and equal tender offer with Edenbrook Capital, LLC of up to 10 million shares of Marchex’s Class B common stock (the “Shares”) at $2.15 per share and conditioned on a minimum of 3 million shares being properly tendered (the “Offer”), which expired at 11:59 p.m., New York City time, on October 7, 2020.\n\nBased on the count by Equiniti Trust Company, the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), a total of 10,552,160 shares were properly tendered and not properly withdrawn at $2.15 per share, including 86,461 shares that were tendered through notices of guaranteed delivery.\n\nDue to the tender offer being oversubscribed, Marchex and Edenbrook Capital will accept for payment a total of 10 million shares properly tendered and not properly withdrawn at $2.15 per share, for a total purchase price of approximately $21.5 million in the aggregate. Of the shares to be accepted for payment, Marchex severally, and not jointly, will accept for payment a total of 5 million shares for a total purchase price of approximately $10.8 million, and Edenbrook Capital severally, and not jointly, will accept for payment a total of 5 million shares for a total purchase price of approximately $10.8 million. Based upon the count of shares tendered and shares accepted for payment, the proration factor for the tender offer was approximately 95%. The shares to be accepted for payment by Marchex and Edenbrook Capital represent in the aggregate approximately 25% of Marchex’s Class B common stock issued and outstanding prior to consummation of the Offer.\n\nThe Depositary and Paying Agent will promptly pay for the shares accepted for purchase by Marchex or Edenbrook Capital. To the extent shares tendered through notice of guaranteed delivery are not delivered within the prescribed settlement period, the proration factor may differ from the percentage shown above. After giving effect to the purchase of the shares to be accepted for payment, Marchex will have approximately 34.9 million shares of Class B common stock issued and outstanding.\n\nEquiniti (US) Services LLC acted as information agent for the Offer. Any questions regarding the...