DallasNews Corporation Enhances Shareholder Value with Merger
DallasNews Shareholders to Receive All-Cash Consideration of $16.50 Per Share, a 276% Premium Over The Closing Price Per Share of Series A Common Stock
Hearst Merger Offers Immediate Liquidity and Reduced Ownership Risks for Shareholders
DALLAS — DallasNews Corporation (Nasdaq: DALN), the parent company of The Dallas Morning News and Medium Giant, recently announced a significant amendment to its pending merger agreement with Hearst. This increase raises the purchase price to $16.50 per share in cash, a striking increase from the previous $15.00 level. This new price represents an impressive 276% premium over the last closing price per share of Series A Common Stock, valuing the merger as an exceptional opportunity for current shareholders.
A Clear Commitment to Shareholders
Jeff Johnson, president of Hearst Newspapers, expressed his enthusiasm about the enhanced offer. He stated, "This best and final increase to our offer demonstrates our commitment to delivering substantial value to DallasNews shareholders. We firmly believe in the potential of DallasNews and its bright future within Hearst."
The chairman of the board, John A. Beckert, echoed this sentiment. Beckert emphasized the importance of this vote, saying, "With the new adjusted price, we encourage all shareholders to vote in favor of the merger with Hearst. This is a pivotal moment, where shareholders can choose to secure their investment at a considerable premium or face the uncertainty of remaining a public company."
Strong Endorsements and Recommendations
This merger has received broad support not only from the DallasNews Board of Directors but also from the company’s principal shareholder, Robert W. Decherd. He has publicly declared his intention to vote for the merger, backing Hearst’s longstanding tradition of journalistic integrity and quality. Decherd stated, "The increased offer from Hearst solidifies an already attractive proposal, enhancing shareholder value and ensuring the future of the company. I implore all owners of DallasNews shares to approve this deal."
Furthermore, institutional advisory firms, including Institutional Shareholder Services and Glass, Lewis & Co., have also recommended that shareholders vote in favor of this merger, showcasing the strong backing behind this transaction.
Act Now: Voting Is Critical
The DallasNews Board strongly urges all shareholders to cast their vote for the Hearst merger. The proposal requires two-thirds support from Series A Common Stock and Series B Common Stock shareholders to pass. This is a decisive moment—if the merger fails to gain approval, it is highly likely that share prices will revert to their previous trading levels, which substantially decreases shareholder value.
Attention Shareholders: The voting deadline is fast approaching, and it's crucial to ensure that your voice is heard. Please make sure to cast your vote by phone or online by the specified date. Your participation is vital in this pivotal time.
For any queries regarding voting or to request proxy materials, shareholders can contact D.F. King & Co., Inc. at +1 (866) 416-0577 or via email at DALN@dfking.com, or reach out to Okapi Partners at +1 (844) 343-2621 or via email at Info@okapipartners.com.
About DallasNews Corporation
DallasNews Corporation stands as the holding company for The Dallas Morning News and Medium Giant. The Dallas Morning News is a respected daily publication known for delivering excellent journalism and holding a prestigious reputation, having been awarded nine Pulitzer Prizes. Medium Giant, a marketing agency in Dallas and Tulsa, has achieved notable accolades in recent years, further emphasizing the company's commitment to quality across its services. To learn more about DallasNews Corporation and its subsidiaries, please visit mediumgiant.co.
Frequently Asked Questions
What is the new purchase price for DallasNews shareholders?
The new purchase price for DallasNews shareholders has been increased to $16.50 per share.
What does the merger with Hearst signify for DallasNews?
The merger with Hearst is projected to provide immediate liquidity, greater value for shareholders, and a reduction of ownership risks.
What is the voting requirement for the merger?
The merger requires two-thirds of the shares of Series A and the Series B Common Stock to vote in favor of the agreement.
Why is shareholder participation crucial at this time?
Shareholder votes are critical as the future of the company and potential premium on shares depend on the approval of this merger.
How can shareholders vote?
Shareholders can vote via phone or online before the set deadline to ensure their vote counts.
