Benzinga | Aug 31, 2020 04:13PM EDT

Marchex Announces Commencement Of Joint Tender Offer With Edenbrook Capital For Up To 10M 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, 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:

* if up to 6.0 million shares are tendered, a purchase price per share of $1.80; and

* if 6.0 million to 10.0 million shares are tendered, a purchase price per share of $1.96.

The 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.

If 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.

The 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.

The 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.

Neither 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.