Glass Lewis Recommends Shareholders Vote FOR DallasNews' Merger with Hearst

Core Viewpoint - The proposed merger between DallasNews Corporation and Hearst is recommended by Glass Lewis, highlighting a significant cash premium of 242% for shareholders, which is seen as a compelling value proposition [1][3][4]. Summary by Relevant Sections Merger Details - The Hearst Merger offers DallasNews shareholders $15.00 per share in cash, representing a substantial premium over the closing price of $4.39 per share on July 9, 2025 [1]. - Glass Lewis emphasizes that the deal-implied trailing revenue multiple of 0.54x is significantly higher than DallasNews' standalone average multiples of 0.10x, 0.13x, and 0.26x over the three years leading to the announcement [3]. Financial Analysis - J.P. Morgan Securities LLC provided a fairness opinion indicating an equity reference range of $8.10 to $8.45 per share based on a DCF analysis, suggesting that DallasNews was trading at a substantial discount to its intrinsic value prior to the merger announcement [4]. - The proposed terms of the merger at $15.00 per share exceed this range, reinforcing the notion of a material premium for DallasNews investors [4]. Shareholder Voting - The DallasNews Board strongly recommends that all shareholders vote FOR the Hearst Merger to secure the significant premium and certain liquidity [2][6]. - It is noted that not voting is equivalent to voting against the transaction, and the voting deadline is September 22, 2025, at 10:59 p.m. CT [6]. Market Implications - Glass Lewis cautions that rejecting the merger is unlikely to yield greater value from Hearst or any other party, and shares may revert to pre-announcement levels if the merger is not approved [5].