Business
Marchex Announces the Commencement of a 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 the commencement of a 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”) according to the following terms:\n\n\n\nif up to 6.0 million shares are tendered, a purchase price per share of $1.80; and\n\n\nif 6.0 million to 10.0 million shares are tendered, a purchase price per share of $1.96.\n\n\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 will not be conditioned on any minimum number of Shares being tendered.\n\n\nIf the tender 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\n\nThe full terms and condition of the tender offer are discussed in the Offer to Purchase, dated August 31, 2020 (the \"Offer to Purchase\"), and the associated Letter of Transmittal and other materials relating to the tender offer that are being filed today with the Securities and Exchange Commission (the \"SEC\") and are being distributed to Marchex's stockholders.\n\n\nThe tender offer is not contingent upon obtaining any financing. However, the tender offer is subject to a number of other terms and conditions, which are specified in the Offer to Purchase.\n\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 into the tender offer. Stockholders must decide how many shares they will tender, if any. In doing so, stockholders should read carefully the information in the Offer to Purchase and the other offer documents and should consult their own broker or other financial and tax advisors.\n\n\nEquiniti (US) Services LLC (“EQ”) will serve as information agent for the tender offer, and Equiniti Trust Company will serve as depositary and paying agent for the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from EQ toll free at (833) 503-4...