DallasNews Corporation Announces Amendment to Hearst Merger Agreement with a Final Increase to the Purchase Price
DallasNews Shareholders to Receive All-Cash Consideration of
Hearst Merger Provides Certainty of Value, Accelerated ROI, and Immediate Liquidity, While Eliminating Company Ownership Risks for Shareholders
Board Unanimously Recommends that Shareholders Vote “FOR” the Hearst Merger to Secure the Future of
A Final Enhanced Offer that Delivers Certain Value and a Significant Premium for DallasNews Shareholders
Clear Support from the DallasNews Board of Directors, the Company’s Largest Shareholder, and Leading Independent Proxy Advisory Firms
In addition to the unanimous support of the
Decherd has reiterated his confidence in the transaction stating, “This increased offer from Hearst cements what was already a compelling proposal to deliver significant value to shareholders and secure the future of
Two leading independent proxy advisory firms,
The Board Recommends Shareholders Vote FOR the Hearst Merger Today and Secure a Certain, Cash Premium for Their Shares
Every vote is very important. Two-thirds of the shares of Series A Common Stock, voting as a single class, must vote in favor of the Hearst Merger, in addition to two-thirds of the shares of Series B Common Stock, voting as a single class, and two-thirds of the combined shares of Series A and Series B Common Stock, voting together as a single class.
If the Hearst Merger is not approved by
The voting window is closing rapidly - it is important for shareholders to act now. To be certain their vote is cast by phone or internet, shareholders should vote on or before
Shareholders that have questions about voting their proxy or require replacement proxy materials, please contact the Company’s designated proxy solicitors
About DallasNews Corporation
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections about, among other things, the industry and markets in which the Company operates, and the transactions described in this communication. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in forward-looking statements. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the Company and Hearst (the “Hearst Merger Agreement”); (ii) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Hearst Merger Agreement or the Company’s implementation of a shareholder rights plan (the “Rights Plan”); (iii) the inability to complete the proposed Hearst Merger due to the failure to obtain the requisite approval of the Company’s shareholders or the failure to satisfy other conditions to completion of the Hearst Merger; (iv) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Hearst Merger; (v) the impact, if any, of the announcement or pendency of the Hearst Merger on the Company’s relationships with customers or other commercial partners; (vi) the amount of the costs, fees, expenses and charges related to the Hearst Merger and the Rights Plan; (vii) the ability of the Rights Plan to protect shareholders' interests and to effectively ensure that the Board has sufficient time to make informed judgments that are in the best interests of the Company and its shareholders; and (viii) other risks described in the Company’s public disclosures and filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this communication or, in the case of any document incorporated by reference, the date of that document.
All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this communication.
Shareholder Contacts
Toll-free: 1-866-416-0577
DALN@dfking.com
Toll-free: 1-844-343-2621
Info@okapipartners.com
Media Contact
DallasNews@gagnierfc.com
Source: DallasNews Corporation