Halper Sadeh LLC announced on November 17, 2025 that it is conducting a formal investigation into the merger between Marchex, Inc. (NASDAQ: MCHX) and Archenia, Inc. The inquiry focuses on whether the transaction complies with federal securities laws and whether Marchex’s board fulfilled its fiduciary duty to secure the best possible consideration for shareholders.
The merger was first disclosed on November 13, 2025, when Marchex announced an agreement in principle to acquire Archenia for $10 million in convertible promissory notes, with the possibility of additional earn‑out payments that could raise the total value to $16.4 million. The parties expect the deal to close in the first half of 2026, contingent on customary regulatory approvals and other closing conditions.
Marchex’s most recent quarterly results show a GAAP revenue of $11.5 million in Q3 2025, down from $12.6 million in the same period last year, reflecting a 9% decline driven by a slowdown in legacy platform sales. Despite the revenue dip, the company posted a net loss of $1.0 million and an adjusted EBITDA gain of $0.6 million (or $1.1 million excluding reorganization costs). The improvement in EBITDA is largely attributable to cost discipline and the migration of customers to a new, cloud‑based technology platform that is expected to generate higher margins as scale increases.
Archenia, a performance‑based customer acquisition firm that leverages AI and natural‑language analytics, reported first‑nine‑month revenue of over $14 million in 2025 and projects full‑year revenue above $17 million. The acquisition is intended to combine Archenia’s AI‑driven outcome‑validation technology with Marchex’s prescriptive analytics platform, creating a vertically focused, AI‑powered customer acquisition and outcome‑optimization solution that could unlock synergies in data integration, cross‑sell opportunities, and cost efficiencies.
Management highlighted the strategic fit in a recent earnings call. President Troy Hartless noted that the merger “will accelerate our transition to a SaaS‑based, AI‑centric model and expand our revenue run rate to an estimated $60 million annually.” He also emphasized that the combined entity is expected to achieve adjusted EBITDA margins of 10% or more by 2026, driven by higher‑margin AI contracts and operational leverage. The announcement of the merger was met with a positive market reaction, with the stock rising 3.9% in after‑hours trading, indicating investor confidence in the long‑term benefits of the acquisition.
The investigation by Halper Sadeh LLC could prompt additional disclosures, a reassessment of the deal price, or other remedial actions if material deficiencies are uncovered. As a new, material event, the inquiry is likely to influence shareholder perceptions and could affect the final terms of the merger.
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