DallasNews Corporation (Nasdaq: DALN), the holding company of The Dallas Morning News and Medium Giant, has filed a preliminary proxy statement in connection with its pending merger with Hearst, one of the nation’s leading information, services and media companies, for $15.00 per share in cash. The preliminary proxy statement is available on the investor relations section of the company's website at https://investor.dallasnewscorp.com/sec-filings.
As described in the preliminary proxy statement filing, the DallasNews board of directors continues to believe that the Hearst merger is in the best interests of shareholders: clear, certain value at a 242% premium based on the closing price of DallasNews’ common stock of $4.39 per share on July 9, 2025, the last full trading day before the board approved the merger agreement with Hearst (as amended from time to time, the “Hearst Merger Agreement”).
Importantly, Robert W. Decherd, the current owner of a majority of the voting power of DallasNews common stock, has agreed to vote his shares in favor of the Hearst merger. Decherd’s support is necessary to obtain the requisite shareholder approval and thus essential to the Hearst merger or, in fact, any similar proposed transaction.
Alden Global Capital’s intervention: An illusory, ‘alternative’ transaction that will not be consummated
On July 22, the company received an unsolicited, non-binding proposal (the “Alden Proposal”) from MNG Enterprises, Inc., an affiliate of Alden Global Capital. Alden represented at the time that, “[w]e have been considering a potential transaction with DallasNews for several years,” though such purported interest had never been conveyed to DallasNews prior to July 22.
Shortly after the company’s receipt of the Alden Proposal, Decherd publicly confirmed his intention to honor his commitment to vote in favor of the Hearst merger. He further stated that there is no scenario involving Alden or its affiliates as a buyer for DallasNews which he would support. Decherd’s message was clear: as long as he is the controlling shareholder, Alden will never own DallasNews.
In large part due to the fact that an Alden transaction is impossible to consummate without Decherd’s approval, DallasNews announced on July 28 that the board had reviewed the Alden proposal and determined that it did not constitute a “Superior Proposal” as that term is defined in the Hearst merger agreement.
Despite the insurmountable shareholder approval hurdle that Alden faces in a path to a potential transaction, Alden has now stated their intention to take their case “directly to [DallasNews] shareholders.” While their goal in doing so is unclear, for the Hearst Merger (or any transaction) to be consummated, two-thirds of the shares of Series A common stock, voting as a single class, must vote in favor of a transaction, in addition to two-thirds of the shares of Series B common stock, voting as a single class, and two-thirds of the combined shares of Series A and Series B common stock, voting together as a single class. Decherd does not control the Series A vote, thus Alden’s ownership stake — and potential efforts to rally other shareholders against the Hearst Merger — makes it increasingly difficult for DallasNews to obtain approval of and close the transaction with Hearst.
Should Alden thwart the Hearst merger, it will have succeeded only in destroying tens of millions of dollars of potential shareholder value represented by the Hearst merger. And while they may publicly state otherwise, Alden has no replacement transaction to offer: absent Decherd’s support, they cannot reach the requisite threshold for shareholder approval of their own deal.
The proposed Hearst merger is thus clearly the optimal path forward for DallasNews shareholders. Indeed, it is the sole path at this point that will deliver certain, premium value to shareholders.
J.P. Morgan Securities LLC is serving as exclusive financial adviser to DallasNews. Haynes Boone is serving as legal adviser to DallasNews.
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.
