On 8/31, Marchex and Edenbrook Capital (which owns 19.5% of MCHX) formally launched a 50/50 joint tender offer that expires on 10/7 to acquire up to 10 million class B shares (approximately 25% of the publicly traded B shares), the tender is slightly unique in that it has a tiered payment structure. If less than 6 million shares are tendered, Marchex and Edenbrook will pay $1.80/share, if between 6 million and 10 million shares are tendered, the price will be $1.96/share. Above 10 million shares tendered and you'll be pro-rated, but with the shares trading at the lower bound $1.80, it seems like the market is saying that less than 6 million shares will be tendered.
We believe Marchex’s trading price of $2.63 per share (as of December 21, 2018) demonstrates a substantial discount to comparable industry valuations. Similar analytics-based public companies are trading at 4-6 times revenue, while private companies are being financed at 6-10+ times revenue. If Marchex were valued at 3 times analytics revenue (which is still a substantial discount to the market and less than Marchex just paid for Callcap), and approximately $44 million in cash were factored in, this would yield a value today of approximately $4.65 per share, which is 75% above today’s trading price of $2.63 per share (as of December 21, 2018). Adding in discounted values for the legacy business and the NOL carryforward would yield another approximately $1.60 per share, totaling approximately $6.25 per share, more than double today’s price. Further, given the continued profitable growth of the business, we expect these values to continue to expand in the coming years.
After years of investment in the analytics products and platform, which we estimate exceeded $150 million, the Reporting Persons look forward to breakout sales growth in 2020. As the Issuer’s management team mentioned on the last earnings call, early momentum with the Sales Edge Rescue product and the expected expansion into a key OEM client could each independently drive material growth. With accelerating growth, the Reporting Persons can see a path to the Issuer’s stock trading over $5.75 per share (+186% upside from current levels), assuming 10% analytics sales growth in FY20, a 4x sales multiple on that business, and stable cash balance. Over the next twelve months, higher valuations could be reached if the market begins to ascribe the value of the marketplaces business and data library.
Absent a significant increase in growth in 2020 in the analytics business, the Reporting Persons anticipate the Issuer may consider a broad range of strategic options to maximize the value of its business units, balance sheet, intellectual property, and data library. Conversely, with rapid growth in the analytics business and the gross margin expansion that should accompany it, the Reporting Persons wonder if the analytics business will ultimately receive the maximal value as a standalone company, and also anticipate the company taking measures to simplify its structure and streamline its model over time. The Reporting Persons also expect the Issuer’s long-term track record of returning capital to shareholders through buybacks and special dividends to persist for the foreseeable future.
Do you have any read through or thoughts on how institutions usually handle these? If yahoo is correct, 89.18% of the float(B shares) is owned by institutions leaving only ~4.3M shares in retail hands. Does that make it less likely to reach the 6M threshold? I'm having a hard time handicapping the outcome here.ReplyDelete
I don't think you can assume no institutions will tender or all retail will, but just based on where the stock trades I'm assuming the market thinks less than 6 million shares will be tendered. As I kind of hinted in the post, might be a better bet (but certainly riskier) to buy the stock and not tender.Delete
Bumped the offer to $2.15 and removed the tiered schedule -- sometimes better to be lucky than good, not something I really contemplated happening
Great find thank youDelete
Thanks for sharing, was able to buy at an average price of 1.795. Couldnt get loads of it, but it was ok. Indeed lucky with the improved offer. 15%-20% return in 4 days with limited downside.ReplyDelete
did anyone else get prorated on their odd lots? only got left with 5 shares so still made $ but a bit puzzled. Broker was TD.ReplyDelete