Medium Giant

Search documents
DallasNews Corporation Completes Merger with Hearst
Globenewswire· 2025-09-24 20:30
The Dallas Morning News and Medium Giant Will Now Operate as Part of Hearst DallasNews to Cease Trading as a Public Company DALLAS, Sept. 24, 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 the Company’s pending merger with Hearst (the “Hearst Merger”) has now been completed and DallasNews shareholders will receive an all cash consideration of $16.50 per share of DallasNews c ...
DallasNews Corporation Announces Shareholder Approval of Hearst Merger Agreement
Globenewswire· 2025-09-23 16:30
DallasNews Shareholders to Receive an All Cash Consideration of $16.50 Per Share The Dallas Morning News and Medium Giant to Join Hearst DALLAS, Sept. 23, 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 shareholders approved the Company’s pending merger with Hearst (the “Hearst Merger”) at the Company’s Special Meeting of Shareholders held today (the “Special Meeting”). Subje ...
DallasNews Board Reiterates Recommendation that Shareholders Vote FOR the Hearst Merger
Globenewswire· 2025-09-18 10:30
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].
DallasNews Corporation Announces Amendment to Hearst Merger Agreement with a Final Increase to the Purchase Price
Globenewswire· 2025-09-15 10:30
Core Viewpoint - DallasNews Corporation has announced an increase in the cash purchase price per share to $16.50 from Hearst, representing a 276% premium over the closing price of $4.39 on July 9, 2025, and the board recommends shareholders vote in favor of the merger to secure this value [1][2][3] Group 1: Merger Details - The Hearst Merger will provide certainty of value, accelerated return on investment (ROI), and immediate liquidity for DallasNews shareholders [1] - The increased offer from Hearst demonstrates a commitment to delivering significant value to DallasNews shareholders [2] - The merger is supported by the DallasNews board of directors and the largest shareholder, Robert W. Decherd, who emphasizes Hearst's reputation for journalistic integrity [3][4] Group 2: Shareholder Voting - The board urges shareholders to vote FOR the merger, highlighting the importance of their votes, as two-thirds of both Series A and Series B shares must approve the merger [5] - The voting deadline is September 22, 2025, at 10:59 p.m. CT, and shareholders are encouraged to act quickly [7] Group 3: Company Background - DallasNews Corporation is the holding company for The Dallas Morning News, known for its strong journalistic reputation and community ties, and Medium Giant, a creative marketing agency recognized for its industry achievements [8]
Glass Lewis Recommends Shareholders Vote FOR DallasNews' Merger with Hearst
Globenewswire· 2025-09-02 11:30
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].
DallasNews Rejects Revised Non-Binding Proposal from Affiliate of Alden Global Capital
Globenewswire· 2025-08-27 11:30
Core Viewpoint - The Board of Directors of DallasNews Corporation reaffirms its support for the Hearst Merger Agreement, emphasizing the significant cash premium it offers to shareholders, while rejecting a competing proposal from MNG Enterprises, Inc. [1][3] Group 1: Merger Details - DallasNews entered into a definitive agreement with Hearst on July 9, 2025, for Hearst to acquire all issued and outstanding shares at $14.00 per share in cash [2] - The purchase price was later amended to $15.00 per share, representing a 242% premium over the closing price on July 9, 2025 [2] Group 2: Board's Decision Process - The Board reviewed the Revised Alden Proposal and determined it was not a superior proposal, engaging with Robert W. Decherd, who controls over 96% of the voting power of Series B common stock [3] - Decherd confirmed his intent to vote in favor of the Hearst Merger Agreement and stated he would not support a sale to Alden or its affiliates [3] Group 3: 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, while Medium Giant has received multiple industry awards, including the AAF Addy and AMA DFW Annual Marketer of the Year Award [4]
DallasNews Corporation Files Definitive Proxy Statement and Issues Letter to Shareholders
Globenewswire· 2025-08-18 11:30
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]
DallasNews Corporation Files Preliminary Proxy Statement
Globenewswire· 2025-08-04 11:00
-- Reiterates Proposed Merger with Hearst as Path to Certain, Premium Shareholder Value -- DALLAS, Aug. 04, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the "Company" or "DallasNews"), the holding company of The Dallas Morning News and Medium Giant, today filed a preliminary proxy statement in connection with its pending merger with Hearst, one of the nation's leading information, services and media companies, for $15.00 per share in cash (the "Hearst Merger"). The preliminary proxy state ...
DallasNews Corporation Announces Second Quarter 2025 Financial Results
GlobeNewswire News Room· 2025-07-30 20:53
Core Insights - DallasNews Corporation reported a net loss of $33.5 million, or $(6.26) per share, for Q2 2025, compared to a net income of $1.5 million, or $0.27 per share, in Q2 2024 [2][4] - The company experienced a total revenue decline of $2.3 million, or 7.2%, year-over-year, with total revenue at $29.8 million for Q2 2025 [4][6] - A merger agreement with Hearst Media West, LLC was announced, offering DallasNews shareholders $15.00 in cash per share, representing a 242% premium based on the stock price prior to the announcement [10][12] Financial Performance - The operating income for Q2 2025 was reported at $1.3 million, an increase from $0.6 million in Q2 2024 [2][3] - Adjusted operating income for Q2 2025 was $1.6 million, a 36.7% increase from $1.2 million in Q2 2024, primarily due to expense savings [3][8] - Total consolidated operating expenses decreased by $3.0 million, or 9.5%, to $28.5 million in Q2 2025 [7][8] Revenue Breakdown - Advertising and marketing services revenue was $12.3 million, down $0.5 million, or 3.8%, from $12.8 million in Q2 2024 [5][21] - Circulation revenue decreased by $0.9 million, or 5.7%, to $15.3 million, primarily due to a decline in print circulation [6][25] - Printing, distribution, and other revenue fell by $0.9 million, or 28.9%, to $2.2 million, attributed to the cancellation of a mailed advertisements partnership [6][21] Employee and Cash Position - As of June 30, 2025, the company had 451 employees, a decrease of 82, or 15.4%, from the previous year [9] - Cash and cash equivalents stood at $33.7 million, with no debt reported [9][23] Merger Details - The merger with Hearst is subject to customary closing conditions, including a shareholder vote, and is expected to close in Q3 or early Q4 2025 [10][12] - If completed, DallasNews' Series A Common Stock will be delisted from Nasdaq [12]
DallasNews Corporation Rejects Unsolicited Non-Binding Proposal from Affiliate of Alden Global Capital
Globenewswire· 2025-07-28 11:30
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].