Marchex Announces Proposed Public Offering of 5,714,000 Shares of Class B Common Stock
March 19 2014 - 6:46AM
Business Wire
Marchex, Inc. (NASDAQ:MCHX), a mobile advertising technology
company, announced today that it will commence an underwritten
public offering, subject to market and other conditions, of
5,714,000 shares of Marchex's Class B common stock pursuant to an
effective shelf registration statement. The Company will be
offering 2,857,000 shares of its Class B common stock and an
additional 2,857,000 shares of its Class B common stock will be
offered by certain existing shareholders identified in the
prospectus supplement relating to the offering. Marchex intends to
grant to the underwriters a 30-day option to purchase up to an
additional 514,100 shares of Class B common stock to cover
over-allotments, if any, and the selling shareholders,
collectively, intend to grant the underwriters a 30-day option to
purchase up to an additional 343,000 shares of Class B common
stock, if any, in each case at the public offering price less the
underwriting discount.
Marchex intends to use the net proceeds of the offering for
general corporate purposes, which may include acquisitions or
licenses of, or investments in, products, services, technologies or
other businesses. Marchex will not receive any of the proceeds from
the sale of shares by the selling shareholders.
The offering will be conducted pursuant to a shelf registration
statement on Form S-3 previously filed with and declared effective
by the Securities and Exchange Commission (“SEC”). Marchex has
filed with the SEC a preliminary prospectus supplement with respect
to the offering.
Deutsche Bank Securities will be the lead book-running manager
and representative of the underwriters for the offering. RBC
Capital Markets and Piper Jaffray will be joint book-running
managers. BMO Capital Markets and Stephens Inc. are co-managers for
the offering.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of Marchex, nor
shall there be any sale of securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction. The offer will be made only by
means of a prospectus, including a prospectus supplement, forming
part of the effective shelf registration statement. Copies of the
preliminary prospectus supplement and accompanying base prospectus
may be obtained, when available, from: Deutsche Bank Securities
Inc. at 60 Wall Street, Attention: Prospectus Group, New York, NY
10005-2836, by email at prospectus.CPDG@db.com or by phone at (800)
503-4611; RBC Capital Markets, LLC, 3 World Financial
Center, 200 Vesey Street, 8th Floor, New York,
NY 10281-8098, Telephone: 877-822-4089; or Piper Jaffray,
Attention: Equity Capital Markets, 800 Nicollet Mall, J12S03,
Minneapolis, MN 55402, via telephone at 800-747-3924 or email at
prospectus@pjc.com. The preliminary prospectus supplement and
accompanying prospectus also will be available on the SEC’s website
at www.sec.gov.
About Marchex
Marchex is a mobile advertising technology company. The company
provides a suite of products and services for businesses that
depend on consumer phone calls to drive sales. Marchex’s mobile
advertising platform delivers new customer phone calls to
businesses, while its technology analyzes the data in these calls
to help maximize ad campaign results. Marchex disrupts traditional
advertising models by giving businesses full transparency into
their ad campaign performance and charging them based on new
customer acquisition.
Please visit www.marchex.com, blog.marchex.com or @marchex on
Twitter (Twitter.com/Marchex), where Marchex discloses material
information from time to time about the company, its financial
information, and its business.
Forward-Looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties. All statements, other
than statements of historical facts, included in this press release
regarding our strategy, future operations, future financial
position, future revenues, other financial guidance, acquisitions,
projected costs, prospects, plans and objectives of management are
forward-looking statements. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in
the forward-looking statements we make. There are a number of
important factors that could cause Marchex's actual results to
differ materially from those indicated by such forward-looking
statements which are described in the "Risk Factors" section of our
most recent periodic report and registration statement filed with
the SEC. All of the information provided in this release is as of
March 19, 2014 and Marchex undertakes no duty to update the
information provided herein.
Marchex Investor RelationsTrevor Caldwell, 206-331-3600Email:
ir(at)marchex.comorMEDIA INQUIRIES:Marchex Corporate
CommunicationsSonia Krishnan, 206-331-3434Email:
skrishnan(at)marchex.com
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