DallasNews Corporation announced the filing of its definitive proxy statement in connection with the pending merger with Hearst, where shareholders are set to receive $15.00 per share in cash. This all-cash consideration represents a premium of 242% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025.
The Company's Board of Directors unanimously supports the Hearst Merger, as does Robert W. Decherd, the Company's largest shareholder, who has publicly confirmed his vote in favor. The Board emphasized that the merger provides certain value and immediate liquidity, while eliminating ownership risks for shareholders.
A Special Meeting of Shareholders is scheduled for September 23, 2025, where shareholders of record as of August 14, 2025, are entitled to vote. The Board urged shareholders to vote 'FOR' the Hearst Merger, cautioning that if the merger is not approved, the Company's shares may return to their pre-announcement trading value of approximately $4 per share. The Board also reiterated its rejection of Alden Global Capital's unsolicited proposal, citing Mr. Decherd's refusal to support any transaction with Alden.
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