DallasNews reiterates proposed merger with Hearst at $15 per share.

DallasNews Corporation reiterates its proposed merger with Hearst as the path to certain, premium shareholder value, with the preliminary proxy statement available on its investor relations website. The merger offers a $15.00 per share cash deal, a 242% premium based on the company's closing stock price on July 9, 2025. The Board believes the merger is in the best interests of shareholders, providing clear and certain value.

DallasNews Corporation (DALN) has reaffirmed its proposed merger with Hearst Media West, with the preliminary proxy statement now available on the company's investor relations website. The merger, which offers a $15.00 per share cash deal, represents a 242% premium over DALN's closing stock price on July 9, 2025 [1].

The Board of Directors at DallasNews believes that the merger is in the best interests of shareholders, providing clear and certain value. The merger agreement was amended to increase the per-share purchase price from $14.00 to $15.00 in cash following the rejection of an unsolicited proposal from MNG Enterprises, an affiliate of Alden Global Capital, to acquire DallasNews at $16.50 per share [1].

The merger is expected to deliver significant shareholder value, with the proposed transaction representing a substantial premium over the current stock price. The Board has also adopted a shareholder rights plan to protect the merger with Hearst and to deter hostile takeovers, ensuring the completion of the transaction [1].

The preliminary proxy statement, available on the company's investor relations website, provides detailed information about the merger and the Board's rationale for pursuing it. The statement highlights the potential benefits of the merger, including access to Hearst's extensive media resources and expertise, which could enhance DallasNews' long-term prospects [2].

Despite the unsolicited proposal from Alden Global Capital, the Board remains committed to the Hearst merger. Robert W. Decherd, the majority voting shareholder, has committed to vote in favor of the merger, making it essential for the transaction to proceed [2]. The Board emphasizes that the Hearst merger is the only viable path to deliver certain, premium value to shareholders, warning that Alden's interference could potentially destroy significant shareholder value.

The merger is subject to shareholder approval and the satisfaction of other conditions to completion. J.P. Morgan Securities LLC is serving as the exclusive financial advisor to DallasNews, while Haynes Boone serves as the legal advisor [2].

The proposed merger with Hearst Media West is a significant development for DallasNews Corporation, with the potential to enhance the company's long-term prospects and deliver substantial shareholder value.

References:
[1] https://www.theglobeandmail.com/investing/markets/stocks/DALN/pressreleases/33708670/dallasnews-amends-merger-agreement-with-hearst-media/
[2] https://www.stocktitan.net/news/DALN/dallas-news-corporation-files-preliminary-proxy-u34wv8v92fcf.html