DallasNews Corporation Files Definitive Proxy Statement and Issues Letter to Shareholders

Core Points - DallasNews Corporation is proposing a merger with Hearst, offering shareholders an all-cash consideration of $15 per share, which represents a 242% premium over the closing price of $4.39 on July 9, 2025 [1][4][8] - The Board of Directors unanimously supports the merger, emphasizing its potential to provide immediate liquidity and eliminate ownership risks for shareholders [2][4][7] - Shareholders are encouraged to vote "FOR" the merger at the special meeting scheduled for September 23, 2025, to secure the proposed cash premium [1][19][20] Company Overview - DallasNews Corporation is the holding company for The Dallas Morning News and Medium Giant, known for its strong journalistic reputation and community ties [20] - The Dallas Morning News has received nine Pulitzer Prizes, highlighting its commitment to quality journalism [20] - Medium Giant is recognized for its marketing excellence, having won several industry awards in 2024 [20] Merger Details - The merger with Hearst is positioned as a significant opportunity for DallasNews shareholders to realize immediate value and avoid market risks associated with public company ownership [7][12] - Hearst's offer is backed by its strong reputation in the media industry and financial capacity, providing assurance for the completion of the transaction [8][9] - The merger proposal requires approval from shareholders, with a two-thirds majority needed from both Series A and Series B Common Stock [19] Shareholder Communication - The Board has communicated the importance of the merger to shareholders, highlighting the risks of remaining a standalone public company if the merger is not approved [11][12] - DallasNews' largest shareholder, Mr. Robert W. Decherd, has publicly expressed his support for the merger and his commitment to preserving the legacy of DallasNews [10][13] - Shareholders are advised to disregard any competing proposals, particularly from Alden Global Capital, which has a controversial history in the newspaper industry [14][15][16]