The Schedule TO filed with the Securities and Exchange Commission on August 31, 2020, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO filed with the Securities and Exchange Commission on August 31, 2020 is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented herein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and issuer is Marchex, Inc., a Delaware corporation. The address of the Company’s principal executive offices is 520 Pike Street, Suite 2000, Seattle, Washington 98101, and its telephone number is (206) 331-3300.
(b) As of August 10, 2020, the Company had 39,896,634 outstanding shares of common stock, which are quoted on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “MCHX.” The information set forth in the “Summary Term Sheet” is incorporated herein by reference.
(c) The information set forth in the “Summary Term Sheet” and Section 8—“Price Range of the Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Persons.
(a)-(c) This Schedule TO is filed by the Company and Edenbrook. The Company is both a filing person and the subject company. The Company’s business address and telephone number are set forth in Item 2(a) above. The information set forth in Section 10—“Information About the Company,” Section 16—“Certain Information Concerning Edenbrook,” and Schedule A to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The Company and Edenbrook, severally, and not jointly, seek to purchase up to 10,000,000 shares of common stock in the aggregate, at a price of $2.15 per share, net to the seller in cash, less any applicable tax withholding and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase. The Offer is conditioned on a minimum of 3,000,000 shares being properly tendered, so if fewer than 3,000,000 shares are properly tendered the Company and Edenbrook will not purchase any of the shares. The information set forth in the “Summary Term Sheet,” “Introduction,” Section 1—“Terms of the Offer,” Section 2—“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,” Section 3—“Procedures for Tendering Shares,” Section 4—“Withdrawal Rights,” Section 5—“Purchase of Shares and Payment of Purchase Price,” Section 6—“Conditional Tender of Shares,” Section 7—“Conditions of the Tender Offer,” Section 9—“Source and Amount of Funds”, Section 11—“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”, Section 12—“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act,” Section 14—“Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders,” and Section 15—“Extension of the Tender Offer; Termination; Amendment” of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the “Summary Term Sheet,” “Introduction,” Section 2—“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,” Section 10—“Information About the Company,” and Section 11—“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase is incorporated herein by reference.
