Glass Lewis Recommends Shareholders Vote FOR DallasNews' Merger with Hearst

DALN
October 05, 2025

DallasNews Corporation announced that Glass, Lewis & Co., a leading independent proxy advisory firm, has recommended shareholders vote 'FOR' the pending merger with Hearst. The merger offers $15.00 per share in cash, representing a significant premium of 242% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025.

Glass Lewis emphasized that the Hearst Merger provides DallasNews shareholders with a material premium and a control valuation well in excess of the Company's standalone average multiples. The firm believes the proposed terms with Hearst are reasonably likely to approximate the maximum value available under current market and ownership conditions.

The report also validated the fairness opinion provided by J.P. Morgan Securities LLC, noting that Hearst's offer significantly outstrips the DCF analysis equity reference range of $8.10 to $8.45 per share. Glass Lewis cautioned that rejecting the transaction is unlikely to secure greater value and could result in DallasNews shares reverting to pre-announcement levels.

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