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DALLAS - DallasNews Corporation (NASDAQ:DALN) announced Monday that it has filed a definitive proxy statement for its pending merger with Hearst, which will pay shareholders $15 per share in cash.
The all-cash offer represents a 242% premium over the $4.39 closing price of DallasNews’ Series A Common Stock on July 9, 2025, according to the company’s statement.
DallasNews, the holding company of The Dallas Morning News and Medium Giant, has scheduled a special meeting of shareholders for September 23, 2025, to vote on the transaction. Shareholders of record as of August 14, 2025, are eligible to vote.
The company’s board of directors has unanimously approved the merger, and Robert W. Decherd, DallasNews’ largest shareholder, has publicly stated his support for the transaction.
"This is an exciting transaction that carries the unanimous support of both our Board and the Company’s largest shareholder," said John A. Beckert, Chairman of the Board of DallasNews, in the press release.
DallasNews also acknowledged receiving an unsolicited, non-binding proposal from MNG Enterprises, an affiliate of Alden Global Capital, on July 22, 2025, which was amended on August 11, 2025. However, the company noted that Decherd has stated he would not support any transaction involving Alden.
The merger requires approval from two-thirds of Series A Common Stock shareholders, two-thirds of Series B Common Stock shareholders, and two-thirds of the combined shares voting together as a single class.
If the merger is not approved, DallasNews indicated it would continue operating as an independent company, though its share price might return to pre-announcement levels of approximately $4 per share. Recent InvestingPro analysis indicates the stock is in overbought territory, with 13 additional key insights available to subscribers through the comprehensive Pro Research Report, which provides detailed analysis of the company’s financial health and market position.
In other recent news, DallasNews Corporation has been at the center of acquisition talks with two major offers on the table. Initially, Hearst announced its intention to acquire DallasNews for $14 per share in cash, marking a significant 219% premium over the company’s closing price on July 9. This transaction was unanimously approved by both companies’ boards and is anticipated to close in the third or early fourth quarter of 2025. However, DallasNews later received an unsolicited acquisition proposal from MNG Enterprises, offering $16.50 per share in cash, which represents a $2.50 per share premium over Hearst’s bid. In addition to these acquisition developments, DallasNews Corporation announced that Pulitzer Prize winner Colleen McCain Nelson will assume the role of Executive Editor at The Dallas Morning News starting August 11. Nelson, who currently serves as Executive Editor of The Sacramento Bee, returns to The Dallas Morning News where she previously worked for nearly 12 years. These recent developments reflect significant changes and opportunities for DallasNews Corporation.
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