The acquisition of DallasNews Corporation (DALN) by Hearst for a closing value of $74.94 million. Under the terms of the agreement, DallasNews shareholders will receive $14.00 in cash for each share of common stock. (Press Release)

On July 27, 2025, DallasNews and Hearst entered into an amendment to the Hearst Merger Agreement, which increased the per share purchase price to be paid by Hearst from $14 in cash to $15 in cash at the request of the Board. The revised purchase price increased the closing value to $80.29 million. (Press Release)

Expected to close during the third or early fourth quarter, for a closing value of $74.94 million. Under the terms of the agreement, DallasNews (DALN) shareholders will receive $14.00 in cash for each share of common stock.

Press Release, Merger Agreement

On July 27, 2025, DallasNews and Hearst entered into an amendment to the Hearst Merger Agreement, which increased the per share purchase price to be paid by Hearst from $14 in cash to $15 in cash at the request of the Board. The revised purchase price increased the closing value to $80.29 million.

Amended: Press Release, Merger Agreement

Termination Fee: $3 million

Outside Date: January 9, 2026

DallasNews Corporation Investor Relations

Hearst Investor Relations

Update(s):

July 23, 2025: DallasNews (DALN) announced that it has received an unsolicited, non-binding proposal from MNG Enterprises, an affiliate of Alden Global Capital, to acquire all of the issued and outstanding shares of the company’s common stock at a price of $16.50 per share in cash. The Board of DallasNews is carefully reviewing the MNG Proposal in consultation with its legal and financial advisors.

July 28, 2025: DallasNews (DALN) announced that it reviewed and rejected the unsolicited, non-binding proposal of $16.50 per share in cash received from MNG Enterprises. On July 27, 2025, DallasNews and Hearst entered into an amendment to the Hearst Merger Agreement, which increased the per share purchase price to be paid by Hearst from $14 in cash to $15 in cash at the request of the Board. In addition, the Board adopted a shareholder rights plan and declared a dividend distribution of one right on each outstanding share of the company’s Series A common stock and Series B common stock. The record date for such dividend distribution is August 7, 2025. While the Rights Plan is effective immediately, the rights will be exercisable only if a person or group acquires beneficial ownership of 10% (or 20% in the case of certain passive investors) or more of the company’s outstanding Series A common stock. The Rights Plan has a duration of less than one year, expiring on July 26, 2026.

August 4, 2025: DallasNews (DALN) filed the preliminary proxy statement for its acquisition by Hearst. The company expects the merger to be completed in the third or early fourth quarter of 2025. The transactions contemplated by the Merger Agreement are not subject to the requirements of the HSR Act. On July 31, 2025, the Board received a letter from MNG (Second Alden Letter), in which MNG reiterated its support for the Alden Proposal, criticized the Board’s prior rejection, requested engagement, and stated that Alden would solicit proxies against proposals at the upcoming Special Meeting. The company met with representatives of J.P. Morgan and Haynes Boone to discuss the Second Alden Letter, and DallasNews notified Hearst. On August 3, the Board reaffirmed its view that the Alden Proposal, unchanged from its previous form, was not reasonably likely to be consummated or to lead to a Superior Proposal. The Board approved an agreement to reimburse shareholder Robert Decherd for up to $100,000 in legal expenses related to his actions as a shareholder in response to any unsolicited acquisition proposals or related legal proceedings.

August 11, 2025: MNG Enterprises submitted an enhanced proposal to DallasNews' (DALN) Board to acquire all of the issued and outstanding shares of DallasNews common stock not already owned by MNG for $17.50 per share in cash, which represents a $1 per share increase over its initial proposal of $16.50 per share. MNG currently owns a 9.9% stake in the company.

August 15, 2025: DallasNews (DALN) filed a definitive proxy statement. The special meeting of shareholders will be held on September 23, 2025. The companies expect the merger to be completed in the third or early fourth quarter of 2025. On August 12, the Board held a special meeting to review and discuss the updated proposal from MNG, an affiliate of Alden Global Capital. In light of shareholder Robert Decherd’s strong opposition to any transaction with Alden, and the fact that Decherd’s support, as the owner of a majority of the voting power of the common stock, is necessary to obtain the requisite shareholder approval for such a deal, the Board determined that the updated MNG proposal was not reasonably likely to be consummated and, as a result, did not constitute a Superior Proposal.

August 19, 2025: MNG announced that it has further enhanced the offer to acquire all of the issued and outstanding shares of DallasNews' (DALN) common stock for $18.50 per share in cash, which represents a $2 per share increase over its initial Proposal of $16.50 per share and a $1 per share increase over its Enhanced Proposal of $17.50 per share.

August 27, 2025: DallasNews (DALN) announced that its Board reviewed and rejected the revised, non-binding proposal from MNG Enterprises to acquire DallasNews at $18.50 per share in cash.

September 2, 2025: DallasNews (DALN) announced that independent proxy advisory firm, Glass Lewis has recommended shareholders vote FOR the pending merger with Hearst.