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 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]

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]

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]

Core Viewpoint - DallasNews Corporation is set to be acquired by Hearst, enhancing its legacy of independent journalism with Hearst's resources and industry reputation [1][3]. 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 [7]. - The Dallas Morning News has won nine Pulitzer Prizes, highlighting its commitment to quality journalism [7]. - Medium Giant is an integrated creative marketing agency that has received multiple industry awards, including the AAF Addy and the AMA DFW Annual Marketer of the Year [8]. Acquisition Details - Shareholders of DallasNews will receive $14.00 in cash per share, representing a 219% premium over the closing price of $4.39 on July 9, 2025 [3]. - The acquisition has been unanimously approved by the Boards of Directors of both companies and is expected to close in the third or early fourth quarter of 2025 [3][4]. Strategic Implications - Upon completion, The Dallas Morning News will join Hearst Newspapers, which publishes 28 dailies and 50 weeklies across the U.S. [4]. - Hearst plans to invest in The Dallas Morning News' digital strategy and journalism, aiming to expand its audience reach [5]. - The acquisition aligns with Hearst's strategy of supporting trusted local media brands in growth markets [5]. Leadership Statements - Hearst Newspapers' president emphasized the commitment to support The Dallas Morning News through investments in digital strategy and journalism [5]. - The CEO of DallasNews highlighted the shared values with Hearst and the importance of their resources for the future of The Dallas Morning News [5]. Transition to Private Company - Following the acquisition, DallasNews Corporation will become a private entity, and its shares will no longer be traded on Nasdaq [5].

Core Insights - DallasNews Corporation reported a significant turnaround in financial performance for Q1 2025, achieving a net income of $28.3 million compared to a net loss of $1.4 million in Q1 2024, largely due to the sale of the Plano printing facility [2][24]. - The company is focused on its Return to Growth Plan, which includes fully funding pension plans and transitioning printing operations, leading to expected expense savings [2][13]. Financial Performance - Total revenue for Q1 2025 was $29.1 million, a decrease of $2.0 million or 6.4% compared to Q1 2024 [4]. - Advertising and marketing services revenue was $10.8 million, down 7.2% from $11.6 million in the previous year, primarily due to a 12.2% decline in print advertising revenue [5]. - Circulation revenue decreased to $15.4 million, a drop of 5.2% from $16.3 million, mainly due to a 6.0% decline in print circulation revenue [6]. - The company recorded a net gain of $36.2 million from the sale of the Plano printing facility, which significantly impacted operating income, resulting in an operating income of $34.2 million [2][24]. Operating Expenses - Total consolidated operating expense was $(5.1) million, with an improvement of $1.7 million or 5.3% compared to Q1 2024 when excluding the gain from the facility sale [8]. - Adjusted operating expense was $30.3 million, reflecting a decrease of $1.6 million or 4.9% year-over-year, primarily due to savings in employee compensation and benefits [9]. Employee and Cash Position - As of March 31, 2025, the company had 461 employees, a reduction of 70 or 13.2% compared to the previous year, attributed to the transition to a more efficient printing facility [12]. - The company reported cash and cash equivalents of $44.2 million, significantly up from $9.6 million at the end of 2024, and has no debt [12][26]. Pension Plans - The company fully funded its pension liabilities using proceeds from the Plano printing facility sale and transitioned these obligations to an insurance carrier through an annuity purchase agreement [10][13].

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]