Business
Marchex Announces Increase in Purchase Price to $2.15 Per Share in the Joint Tender Offer with Edenbrook Capital for Up to 10 million Shares of Marchex’s Class B Common Stock
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 an increase in the purchase price to a single fixed price of $2.15 per share in the joint and equal tender offer with Edenbrook Capital, LLC (“Edenbrook”) to purchase up to 10.0 million shares of Marchex’s Class B common stock (the “Shares”), and that the tender offer will be conditioned on a minimum of 3.0 million shares being properly tendered (the “Minimum Condition”).\n\nThe offer to purchase the Shares is scheduled to expire at 11:59 pm, New York City time on October 7, 2020, unless extended (the “Offer”).\n\nIf the Offer is fully subscribed, Marchex and Edenbrook will have purchased approximately 25% of Marchex’s outstanding Class B common stock as of the date hereof.\n\nExcept as set forth herein and subject to certain other changes contained in the updated materials to be distributed to stockholders, the terms and conditions of the Offer remain the same.\n\nEquiniti Trust Company, the depositary for the Offer, has advised Marchex that as of the close of business, New York City time, on September 22, 2020, the last business day prior to the announcement of the increase in purchase price, that no Shares have been validly tendered pursuant to the Offer.\n\nThe revised terms and conditions of the Offer are set forth in the “Amended and Restated Offer to Purchase” dated September 23, 2020 and associated updated “Letter of Transmittal”, and the other related materials that Marchex will distribute to stockholders, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to Marchex’s Amendment No.1 to Schedule TO on September 23, 2020 which amends and supplements the Schedule TO filed on August 31, 2020.\n\nThe Offer is not contingent upon obtaining any financing. However, the Offer is subject to a number of other terms and conditions, including the Minimum Condition, which are specified in the Amended and Restated Offer to Purchase.\n\nNeither Marchex, Marchex’s Board of Directors, Edenbrook, nor the information agent or the depositary and paying agent, are making any recommendation to stockholders as to whether to tender or refrain from tendering their Shares in the Offer. Stockholders must decide how many shares they will tender, if an...