Board Reaffirms Unanimous Support for the Hearst Merger and the Certain and Significant Cash Premium It Will Deliver for ShareholdersDALLAS, Aug. 27, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that its Board of Directors (the “Board”), following consultation with the Company’s legal and financial advisors, reviewed and rejected the revised, non-binding proposal (the “Revised ...

Core Viewpoint - DallasNews Corporation has rejected an unsolicited acquisition proposal from MNG Enterprises, Inc. and reaffirmed its commitment to a merger agreement with Hearst, which has been amended to increase the purchase price from $14.00 to $15.00 per share in cash [2][5]. Summary by Sections Acquisition Proposals - DallasNews received a non-binding proposal from MNG Enterprises to acquire its shares at $16.50 per share, which was reviewed and rejected by the Board [2][4]. - The Board concluded that the Alden Proposal does not qualify as a "Superior Proposal" under the existing Hearst Merger Agreement [4]. Hearst Merger Agreement - On July 9, 2025, DallasNews entered into a definitive agreement with Hearst to acquire all outstanding shares at $14.00 per share, which was later amended to $15.00 per share at the Board's request [3][5]. - Robert W. Decherd, who controls a significant portion of the voting power, has committed to vote in favor of the Hearst merger and against alternative proposals [3][4]. Shareholder Rights Plan - The Board adopted a shareholder rights plan to protect against potential hostile takeovers, particularly in response to the Alden Proposal [6][7]. - The rights plan allows shareholders to purchase additional shares at a discounted price if a person or group acquires 10% or more of the Company's Series A common stock without Board approval [8][9]. - The rights plan is effective immediately and will expire on July 26, 2026, unless terminated earlier [10]. Financial Advisory - J.P. Morgan Securities LLC is serving as the exclusive financial advisor to DallasNews, while Haynes Boone is providing legal advice [11].

Core Viewpoint - DallasNews Corporation has received an unsolicited proposal from MNG Enterprises to acquire its shares at $16.50 per share, while it is already under a merger agreement with Hearst at $14.00 per share [1][2][3] Group 1: Acquisition Proposals - MNG Enterprises has proposed to acquire all outstanding shares of DallasNews at a price of $16.50 per share in cash [1] - DallasNews is currently bound by a merger agreement with Hearst, which offers $14.00 per share in cash for the acquisition [2] - The Board of Directors is reviewing the MNG Proposal while maintaining its support for the existing merger agreement with Hearst [3] Group 2: Company Background - DallasNews Corporation is the holding company for The Dallas Morning News and Medium Giant, known for its strong journalistic reputation and community ties [4] - The Dallas Morning News has won nine Pulitzer Prizes, highlighting its commitment to quality journalism [4] - Medium Giant, a creative marketing agency under DallasNews, has received multiple industry awards, including the AAF Addy and AMA DFW Annual Marketer of the Year Award [4]

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Company Overview - DallasNews Corporation is the holding company for The Dallas Morning News and Medium Giant, based in Dallas [3] - The Dallas Morning News is recognized as Texas' leading daily newspaper, known for its strong journalistic reputation and community ties, having won nine Pulitzer Prizes [3] - Medium Giant is an integrated creative marketing agency that has received multiple industry awards, including the AAF Addy and AMA DFW Annual Marketer of the Year Award for Campaign of the Year in 2024 [4] Upcoming Financial Results - DallasNews Corporation will release its first quarter 2025 financial results before the market opens on May 1, 2025 [1] - A conference call to discuss the financial results will take place on May 1, 2025, at 9:00 a.m. CDT [1] - The conference call will be available via webcast on the company's investor relations website, with an archive accessible afterward [2]