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DallasNews Corporation (NASDAQ: DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC, an affiliate of Hearst Communications, for an all-cash price of $14.00 per share. Destiny Merger Sub, Inc. will merge with and into DallasNews, with DallasNews surviving as a wholly-owned subsidiary of Hearst.
Key deal terms
- Transaction unanimously approved by the DallasNews Board on 9 July 2025.
- All outstanding Series A and Series B shares (other than excluded shares) will receive $14.00 in cash at closing.
- Hearst Communications has provided an unconditional guaranty of all Parent and Merger Sub obligations.
- Closing conditions include: (i) two-thirds approval from each share class and from all voting power combined; (ii) no injunctions; (iii) customary reps & warranties accuracy; (iv) no continuing material adverse effect; and (v) DALN net cash ≥ $20 million at the effective time.
- Outside date: 9 January 2026.
- Termination fee: $3 million payable by DALN under specified circumstances.
Shareholder support
- Robert W. Decherd and affiliates, controlling ~55% of voting power (96.2% of Series B), signed a Voting & Support Agreement committing their shares to vote for the merger.
Executive compensation
- Transaction bonuses totalling $2.5 million to CEO Grant S. Moise ($1.65 m) and President Mary K. Murray ($0.85 m) payable at closing.
- Retention packages and severance protections amended, including additional cash payments, COBRA subsidies, and accelerated equity vesting upon a change in control for the CEO, President and CFO.
Governance updates
- Board adopted Second Amended & Restated Bylaws, adding Texas Business Court as exclusive forum, jury-trial waiver, and a 3% ownership threshold for derivative suits.
Upon completion, DALN shares will be delisted from Nasdaq and deregistered under the Exchange Act. A joint press release was issued on 10 July 2025, and a proxy statement will be filed with the SEC.