공시 • Sep 25
Hearst Entertainment, Inc. completed the acquisition of DallasNews Corporation (NasdaqCM:DALN) from Robert W. Decherd, The Decherd Foundation, Robert W. Decherd and Maureen Decherd.
Hearst Entertainment, Inc. agreed to acquire DallasNews Corporation (NasdaqCM:DALN) from Robert W. Decherd, The Decherd Foundation, Robert W. Decherd and Maureen Decherd for $74.9 million on July 9, 2025. DallasNews shareholders will receive $14 in cash for each share of common stock.
The Merger is subject to customary closing conditions including, among other things, (i) the receipt of the affirmative vote at the Special Meeting of (a) the holders of at least two-thirds of the voting power of all of the shares of Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), (b) the holders of at least two-thirds of the shares of Series A Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class, and (c) the holders of at least two-thirds of the shares of Series B Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class (collectively, the “Requisite Shareholder Approval”), (ii) the absence of any law or governmental order that prevents, restrains, enjoins, prohibits or makes illegal the consummation of the Merger, (iii) subject to certain exceptions, the accuracy of the representations and warranties made by the parties, (iv) the performance or compliance in all material respects by each party with its respective covenants under the Merger Agreement, and (v) the absence of a continuing material adverse effect on the DallasNews Corporation. The Merger is also subject to a closing condition that the DallasNews Corporation has Net Cash (as defined in the Merger Agreement) of not less than $20,000,000 as of the Effective Time and board of DallasNews Corporation.
The Board of Directors of the DallasNews Corporation has determined that this Agreement and the Transaction is fair to and in the best interests of Shareholders and approved the same. The transaction is expected to close during the third or early fourth quarter.
DallasNews Corporation pays to Parent a termination fee of $3 million incase of termination. Upon closing of the transaction, DallasNews Corporation will become a private company and its shares will no longer trade on Nasdaq. Upon closing, TheDallas Morning Newswill join Hearst Newspapers.
As of July 23, 2025, DallasNews received an unsolicited, non-binding proposal from MNG Enterprises, Inc. to acquire all of the issued and outstanding shares of the Company’s common stock at a price of $16.50 per share in cash, which has been rejected by DallasNews July 28, 2025. As of August 4, 2025, the Merger Consideration was increased from $14.00 per share to $15.00 per share.
J.P. Morgan Securities LLC served as financial advisor and fairness opinion provider and Jennifer Wisinski and Rosebud Nau of Haynes and Boone served as legal advisor to DallasNews Corporation. Chang-Do Gong, Benjamin K. Sibbett, Christine Kim, Jonathan Bobinger, Robert Chung, Philip Wagman, Reuven Falik, Ty’Meka M. Reeves-Sobers, Megan Gordon, Violetta Kokolus, Victoria Manthas, Daryl Fairbairn and Molly Margiotta of Clifford Chance US LLP served as legal advisor to Hearst. Glass, Lewis & Co., LLC and Institutional Shareholder Services Inc acted as an information agent to DallasNews Corporation.
Hearst Entertainment, Inc. completed the acquisition of DallasNews Corporation (NasdaqCM:DALN) from Robert W. Decherd, The Decherd Foundation, Robert W. Decherd and Maureen Decherd on September 24, 2025.