DallasNews Corporation announces amendment to Hearst merger agreement with a final increase to the purchase price

With this best and final increase to our offer, we are clearly demonstrating our commitment to providing significant value to DallasNews shareholders and further illustrating our belief that DallasNews has a bright future as part of the Hearst family.”

Jeff Johnson, president, Hearst Newspapers

DallasNews Corporation (Nasdaq: DALN), the holding company of The Dallas Morning News and Medium Giant, has announced that it has entered into an amendment to the definitive agreement governing the company’s pending merger with Hearst, one of the nation’s leading information, services and media companies, which increases the per share purchase price to be paid by Hearst from $15.00 to $16.50 per share in cash, representing a premium of 276% over the $4.39 closing price per share of Series A Common Stock on July 9.

A final enhanced offer that delivers certain value and a significant premium for DallasNews shareholders

Jeff Johnson, president of Hearst Newspapers, stated, “With this best and final increase to our offer, we are clearly demonstrating our commitment to providing significant value to DallasNews shareholders and further illustrating our belief that DallasNews has a bright future as part of the Hearst family.”  

John A. Beckert, chairman of the board, DallasNews, added, “We are pleased to have been able to secure a higher price for DallasNews shareholders and recommend that all shareholders vote FOR the merger with Hearst. DallasNews shareholders have an important choice to make: either support this value creating transaction and realize a significant premium on their investment, or alternatively, DallasNews will remain a public company and its shares may return to their pre-announcement trading value of approximately $4 per share.”

Clear support from the DallasNews board of directors, the company’s largest shareholder, and leading independent proxy advisory firms

In addition to the unanimous support of the DallasNews board of directors, the Hearst merger is supported by the company’s largest shareholder, Robert W. Decherd.

Decherd has publicly and consistently stated that he will vote FOR the Hearst merger based on Hearst’s reputation and historic commitment to journalistic integrity, delivering high-quality local news, and meeting its audiences’ information needs with excellence.

Decherd has reiterated his confidence in the transaction stating, “This increased offer from Hearst cements what was already a compelling proposal to deliver significant value to shareholders and secure the future of DallasNews. The Hearst Merger has my full support, and I encourage all DallasNews shareholders to join me in approving this transaction both for the value it creates, and the demonstrated ability of Hearst to support DallasNews in serving North Texas long into the future.”

Two leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., have also recommended shareholders vote FOR the Hearst merger.

The board recommends shareholders vote FOR the Hearst merger today and secure a certain, cash premium for their shares

Every vote is very important. Two-thirds of the shares of Series A Common Stock, voting as a single class, must vote in favor of the Hearst merger, 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.

If the Hearst merger is not approved by DallasNews shareholders, the price of the company’s shares may return to the trading price prior to the announcement of the transaction.

The voting window is closing rapidly — it is important for shareholders to act now. To be certain their vote is cast by phone or internet, shareholders should vote on or before Sept. 22 at 10:59 p.m. CT.

Shareholders that have questions about voting their proxy or require replacement proxy materials, please contact the company’s designated proxy solicitors D.F. King & Co., Inc. toll-free +1 (866) 416-0577 or by email at DALN@dfking.com or Okapi Partners toll-free at +1 (844) 343-2621 or by email at Info@okapipartners.com.

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.