DallasNews Board Reiterates Recommendation that Shareholders Vote FOR the Hearst Merger

Core Viewpoint - DallasNews Corporation's Board of Directors has rejected a non-binding acquisition proposal from Alden Global Capital, reaffirming support for the Hearst Merger Agreement, which offers a significant cash premium to shareholders [2][4]. Group 1: Hearst Merger Agreement - Hearst has proposed to acquire all issued and outstanding shares of DallasNews at a price of $16.50 per share in cash, representing a 276% premium over the closing price of $4.39 on July 9, 2025 [3]. - The Hearst offer is described as the best and final offer, with no expectation of an increased price [6]. Group 2: Board's Position - The Board of Directors has emphasized the certainty and value of the all-cash premium offered by Hearst, encouraging shareholders to vote in favor of the merger [4]. - The Board determined that Alden's revised proposal of $20 per share is not superior and unlikely to lead to a better offer [4]. Group 3: Shareholder Support - Robert W. Decherd, the largest shareholder, who controls over 96% of the voting power of Series B common stock, has expressed unwavering support for the Hearst Merger, prioritizing the journalistic integrity of The Dallas Morning News over financial returns [5]. - Decherd has stated that he does not view his holdings as a financial asset but rather as a commitment to sustaining quality journalism [5].