DallasNews Corp Responds to Alden Global Capital

TL;DR

DallasNews Corp is fighting back against Alden Global Capital in a proxy battle.

AI Summary

DallasNews Corp filed a DEFA14A on September 18, 2025, in response to Alden Global Capital. The filing is a definitive additional material, indicating it's a response to a proxy solicitation or other action by a party other than the registrant. The company is a newspaper publisher based in Dallas, Texas.

Why It Matters

This filing is a response to potential activist investor actions, which could lead to changes in company strategy, board composition, or even a sale.

Risk Assessment

Risk Level: medium — Proxy contests and activist investor involvement inherently increase risk due to potential strategic shifts and uncertainty.

Key Players & Entities

• DallasNews Corp (company) — Registrant
• Alden Global Capital (company) — Party filing proxy statement
• 20250918 (date) — Filing date

FAQ

Key Financial Figures

• $16.50 — rst Merger  Hearst’s $16.50 All-Cash Offer Provides Certain Value a
• $20.00 — of the Company’s common stock at $20.00 per share in cash, and has reaffirmed t
• $4.39 — representing a premium of 276% over the $4.39 closing price per share of Series A Com
• $4 — uncement trading value of approximately $4 per share.”  Consist
• $20 — ard increasing its conditional offer to $20 per share. Please know that I remain to

Filing Documents

• daln-20250918xdefa14a.htm (DEFA14A) — 24KB
• daln-20250918xdefa14ag001.jpg (GRAPHIC) — 15KB
• 0001413898-25-000089.txt ( ) — 46KB

From the Filing

Schedule 14A Alden Global Capital Response UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12  (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. DallasNews Board Reiterates Recommendation that Shareholders Vote FOR the Hearst Merger  Hearst’s $16.50 All-Cash Offer Provides Certain Value and a 276% Premium Over the Closing Price Per Share of Series A Common Stock on July 9, 2025  Board Rejects Alden’s Latest Illusory and Non-Binding Proposal  DallasNews’ Largest Shareholder Reiterates Support for the Hearst Merger, Highlighting Exceptional Premium for Shareholders  DALLAS, September 18, 2025 – DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that its Board of Directors (the “Board”), following consultation with the Company’s legal and financial advisors, has reviewed and rejected the revised, non-binding proposal (the “Revised Alden Proposal”) received on September 16, 2025, from MNG Enterprises, Inc., an affiliate of Alden Global Capital (“Alden”), to acquire all of the issued and outstanding shares of the Company’s common stock at $20.00 per share in cash, and has reaffirmed the recommendation that shareholders vote FOR approval of the Hearst Merger Agreement.  As previously announced, on July 9, 2025, DallasNews entered into a definitive agreement (as amended from time to time, the “Hearst Merger Agreement”) with Hearst, one of the nation’s leading information, services and media companies. Pursuant to the Hearst Merger Agreement, Hearst has agreed 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, representing a premium of 276% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025, the day before the transaction was announced. Hearst has publicly indicated that this represents their best and final offer.  John A. Beckert, Chairman of the Board, stated “the Board reiterates our support for the Hearst Merger and the significant and certain all-cash premium it offers to shareholders. We encourage all DallasNews shareholders to accept this best and final offer from Hearst and vote FOR this value creating proposal. Otherwise, DallasNews will remain a public company and its shares may return to their pre-announcement trading value of approximately $4 per share.”  Consistent with its fiduciary duties, the Board carefully reviewed the Revised Alden Proposal with the Company’s legal and financial advisors and determined it is not a superior proposal and not reasonably likely to lead to a superior proposal.  The Board also received a communication from its largest shareholder, Robert W. Decherd, who, collectively with his affiliates, controls more than 96% of the voting power of the Company’s Series B common stock and more than 50% of the combined voting power of the Company’s Series A and Series B common stock, which stated:  “I have of course seen Media News Group's latest letter to the Board increasing its conditional offer to $20 per share. Please know that I remain totally committed to the Hearst Merger. There is no circumstance under which I will change my mind, now or in the future. It is important to state that I have long since ceased to view my holdings in DallasNews Corporation as a financial asset. My sole objective is sustaining the journalistic quality and civic responsibility of The Dallas Morning News .  It is very clear to me that Hearst is not going to increase the price per share in the Merger Agreement. The Hearst offer provides all shareholders an exceptional premium over the DallasNews Corporation stock trading range of recent years while ensuring that The Dallas Morning News continues to produce distinguished journalism for Dalla

View Full Filing

View this DEFA14A filing on SEC EDGAR