DallasNews Rejects Revised Non-Binding Proposal from Affiliate of Alden Global Capital

Rhea-AI Summary

DallasNews Corporation (Nasdaq: DALN) has rejected a revised non-binding proposal from Alden Global Capital's affiliate MNG Enterprises to acquire all outstanding shares at $18.50 per share in cash. The Board reaffirmed its support for the existing merger agreement with Hearst, which offers $15.00 per share in cash.

The Hearst deal represents a 242% premium over the July 9 closing price. Notably, Robert W. Decherd, who controls over 96% of voting power in Series B stock and more than 50% of combined voting power, has confirmed his intention to vote in favor of the Hearst merger while explicitly rejecting any scenario involving a sale to Alden.

Positive

• Hearst merger offers a significant 242% premium over July 9 closing price
• Strong shareholder support with controlling stakeholder backing the Hearst deal
• Increased purchase price from initial $14.00 to $15.00 per share from Hearst

Negative

• Rejection of higher $18.50 per share offer from Alden
• Limited negotiating leverage due to controlling shareholder's firm stance

Board Reaffirms Unanimous Support for the Hearst Merger and the Certain and Significant Cash Premium It Will Deliver for Shareholders

DALLAS, Aug. 27, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that its Board of Directors (the “Board”), following consultation with the Company’s legal and financial advisors, reviewed and rejected the revised, non-binding proposal (the “Revised Alden Proposal”) received on August 19, 2025, from MNG Enterprises, Inc., an affiliate of Alden Global Capital (“Alden”), to acquire all of the issued and outstanding shares of the Company’s common stock at $18.50 per share in cash.

As previously announced, on July 9, 2025, DallasNews entered into a definitive agreement (as amended from time to time, the “Hearst Merger Agreement”) with Hearst, one of the nation’s leading information, services and media companies, pursuant to which Hearst agreed to acquire all of the issued and outstanding shares of the Company’s common stock at a price of $14.00 per share in cash. On July 27, 2025, DallasNews and Hearst entered into an amendment to the Hearst Merger Agreement raising the purchase price to be paid by Hearst to $15.00 per share, representing a 242% premium over the closing price per share of Series A common stock on July 9, 2025, the day before the transaction was announced.

Consistent with its fiduciary duties, the Board carefully reviewed the Revised Alden Proposal with the Company’s legal and financial advisors and determined the modified proposal is not a superior proposal and not reasonably likely to lead to a superior proposal. This review included engagement with Robert W. Decherd, who, collectively with his affiliates, controls more than 96% of the voting power of the Company’s Series B common stock and more than 50% of the combined voting power of the Company’s Series A and Series B common stock. Mr. Decherd confirmed his intent to vote in favor of approval of the Hearst Merger Agreement, and reiterated that there is no scenario in which he will vote in favor of a sale of the Company to Alden or its affiliates. Accordingly, the Board reaffirms the recommendation that shareholders vote FOR approval of the Hearst Merger Agreement.

About DallasNews Corporation

DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and Medium Giant. The Dallas Morning News, a leading daily newspaper, is renowned for its excellent journalistic reputation, intense regional focus, and close community ties. As a testament to its commitment to quality journalism, the publication has been honored with nine Pulitzer Prizes. Medium Giant, an integrated creative marketing agency with offices in Dallas and Tulsa, works with a roster of premium brands and companies. In 2024, the agency earned top industry recognition, winning an AAF Addy and the AMA DFW Annual Marketer of the Year Award for Campaign of the Year, along with six prestigious Davey Awards. Medium Giant is a wholly owned business of DallasNews Corporation. For additional information, visit mediumgiant.co.

Shareholder Contacts
D.F. King & Co., Inc.
Toll-free: 1-866-416-0577
DALN@dfking.com

Okapi Partners LLC
Toll-free: 1-844-343-2621
Info@okapipartners.com

Media Contact
Gagnier Communications
Riyaz Lalani / Dan Gagnier
DallasNews@gagnierfc.com

FAQ

Why did DallasNews (DALN) reject Alden Global Capital's $18.50 per share offer?

DallasNews rejected Alden's offer because the Board determined it was not a superior proposal, and the controlling shareholder Robert W. Decherd, who holds over 96% of Series B voting power, confirmed he would not approve any sale to Alden.

What is the price per share in the Hearst merger agreement with DallasNews (DALN)?

Hearst agreed to acquire DallasNews shares at $15.00 per share in cash, increased from the initial offer of $14.00 per share.

What premium does the Hearst-DallasNews merger offer to shareholders?

The Hearst merger offers a 242% premium over DallasNews's closing price on July 9, 2025, the day before the transaction was announced.

Who is the controlling shareholder of DallasNews (DALN) and what is their position on the merger?

Robert W. Decherd controls over 96% of Series B voting power and more than 50% of combined voting power. He has confirmed his intent to vote in favor of the Hearst merger and against any sale to Alden.

When was the Hearst-DallasNews merger agreement announced?

The merger agreement between DallasNews and Hearst was initially announced on July 9, 2025, with a price amendment on July 27, 2025.