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Marchex Announces Intent To Separate Its Business Into Two Public Companies

Marchex, Inc. (NASDAQ: MCHX) announced today that its Board of Directors has authorized management to pursue the separation of its business into two distinct, publicly-traded entities. Upon closing of the proposed tax-free spin-off transaction, Marchex’s existing shareholders would hold interests in: (1) Marchex, a pure play mobile advertising company focused on calls, and (2) Archeo, Inc. (“Archeo”), a premium domain and advertising marketplace. This process is expected to be completed within nine months.

Upon completion of the spin-off transaction, Marchex would be focused purely on mobile and call advertising. Marchex’s products would include its Digital Call Marketplace, a mobile advertising network designed to drive calls to businesses on a pay for call basis; and Marchex Call Analytics, which accurately measures and analyzes results from advertising campaigns designed to drive phone calls.

Archeo intends to develop the industry’s most dynamic domain and advertising marketplace. The domain marketplace intends to pursue a build, buy, sell and partner strategy. The advertising marketplace will continue to place national and local pay-per-click advertisers on premium publishers, and will pursue new advertising types that drive incremental advertiser value. Upon completion of the spin-off transaction, Archeo would be comprised of Marchex’s portfolio of more than 200,000 highly unique and valuable web domains and its vertical pay-per-click network.

“We are excited about the strategic and operational clarity this separation provides,” said Russell C. Horowitz, Marchex’s Chairman and CEO. “Over the past few years, our products and assets have become increasingly divergent and represent two distinct opportunities. Through this separation, we believe that we can unlock shareholder value by giving each business their own focus and resources to grow and fulfill their potential.”

Marchex believes the separation of its business into distinct public companies would allow each company to:
  • Enhance its ability to support customers and deliver innovative products in a rapidly-evolving and competitive industry.
  • Focus on the priorities and operational opportunities that would maximize its long-term potential.
  • Benefit from greater financial and operational flexibility.
  • Customize its capital structure, and deploy resources in a manner consistent with the business goals that best enhance value for its respective shareholder group.

Transaction Specifics

It is anticipated that the transaction would be structured as a tax-free pro rata distribution to all shareholders of Marchex with the holders of Marchex Class A common stock receiving Class A common stock in Archeo, and the holders of Marchex Class B common stock receiving Class B common stock in Archeo.

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