DALN News & Events

DallasNews, the holding company of The Dallas Morning News and Medium Giant, announced that shareholders approved the company's pending merger with Hearst at the company's Special Meeting of Shareholders held on Tuesday. As outlined in the Merger Agreement, DallasNews shareholders will receive an all cash consideration of $16.50 per share of DallasNews common stock, and DallasNews will cease to trade as a public company. "We would like to thank DallasNews shareholders for voting to approve this important and value creating merger with Hearst, and for securing the future of DallasNews," said John A. Beckert, Chairman of the Board, DallasNews. "We are proud to have delivered this compelling and certain premium for shareholders, and are confident that The Dallas Morning News and Medium Giant have a bright future ahead as members of the Hearst family." The transaction is expected to close on or about September 24.

DallasNews' Board of Directors, following consultation with the company's legal and financial advisors, has reviewed and rejected the revised, non-binding proposal received on September 16 from MNG Enterprises, an affiliate of Alden Global, to acquire all of the issued and outstanding shares of the company's common stock at $20.00 per share in cash, and has reaffirmed the recommendation that shareholders vote for approval of the Hearst Merger Agreement. On July 9, DallasNews entered into a definitive agreement with information, services and media company Hearst, which has agreed to acquire all of the issued and outstanding shares of the company's common stock at a price of $16.50 per share in cash, representing a premium of 276%. Chairman of the Board John Beckert stated "the Board reiterates our support for the Hearst Merger and the significant and certain all-cash premium it offers to shareholders. We encourage all DallasNews shareholders to accept this best and final offer from Hearst and vote FOR this value creating proposal. Otherwise, DallasNews will remain a public company and its shares may return to their pre-announcement trading value of approximately $4 per share." The Board also received a communication from its largest shareholder, Robert W. Decherd, stating his favorable view of the Hearst merger.

DallasNews announced that it has entered into an amendment to the definitive agreement governing the company's pending merger with Hearst, which increases the per share purchase price to be paid by Hearst from $15.00 to $16.50 per share in cash, representing a premium of 276% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025.

DallasNews announced that leading independent proxy advisory firm, Institutional Shareholder Services, has recommended shareholders vote FOR the pending merger with Hearst, one of the nation's leading information, services and media companies, for $15.00 per share in cash which reflects a significant premium 242% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025. ISS is the second leading proxy advisor to recommend shareholders vote FOR the Hearst Merger following the report issued by Glass, Lewis & Co. ISS concluded that: "Given the premium to the unaffected price, the downside risk in the event of non-approval, and the cash form of consideration, which provides liquidity and certainty of value to DALN shareholders, support for the transaction is warranted."