DallasNews Corporation's Board rejected MNG Enterprises' acquisition proposal, reaffirming support for a merger agreement with Hearst at $15 per share.
Quiver AI Summary
DallasNews Corporation announced that its Board of Directors has rejected a revised non-binding proposal from MNG Enterprises, Inc., associated with Alden Global Capital, to acquire the company at $18.50 per share. This decision follows their existing agreement with Hearst Media, which offers to buy the company for $15.00 per share, an increase from the initial price of $14.00, representing a significant premium over previous share prices. The Board, after consulting with legal and financial advisors, determined that the Alden proposal does not constitute a superior offer. Key stakeholder Robert W. Decherd confirmed his support for the Hearst acquisition and indicated he would not favor a sale to Alden, prompting the Board to recommend that shareholders vote in favor of the Hearst Merger Agreement.
Potential Positives
- The Board of Directors rejected a proposal from MNG Enterprises, reaffirming the value of the merger agreement with Hearst, which offers a higher buyout price of $15.00 per share.
- The merger with Hearst represents a significant premium of 242% over the stock price prior to the announcement, indicating strong financial positioning.
- Support from Robert W. Decherd, who controls more than 96% of the voting power, ensures stability and alignment among shareholders for the proposed merger.
- The reassertion of commitment to quality journalism and community ties by The Dallas Morning News bolsters corporate reputation.
Potential Negatives
- The rejection of the Revised Alden Proposal, which offered a higher purchase price per share than the Hearst Merger Agreement, may indicate a lack of confidence in the current merger strategy.
- The overwhelming control by Robert W. Decherd over voting power raises concerns about governance and the lack of a competitive bidding process for the company.
- The press release emphasizes the board's rejection of a potentially lucrative offer, which may lead to shareholder dissatisfaction or unrest.
FAQ
What was the Revised Alden Proposal?
The Revised Alden Proposal was an offer from MNG Enterprises to acquire DallasNews shares at $18.50 each in cash.
Why did DallasNews reject the Revised Alden Proposal?
DallasNews determined that it was not a superior proposal and was unlikely to lead to a better offer.
What is the current status of the Hearst Merger Agreement?
The Hearst Merger Agreement is active, with a revised purchase price of $15.00 per share in cash.
Who controls the voting power of DallasNews Corporation?
Robert W. Decherd and his affiliates control over 96% of the voting power of the Series B common stock.
How can shareholders contact for more information?
Shareholders can contact D.F. King & Co., Inc. or Okapi Partners LLC for any inquiries.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
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Full Release
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
[email protected]
Okapi Partners LLC
Toll-free: 1-844-343-2621
[email protected]
Media Contact
Gagnier Communications
Riyaz Lalani / Dan Gagnier
[email protected]
