DallasNews Corporation (Nasdaq: DALN), the holding company of The Dallas Morning News and Medium Giant, announced today that leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended shareholders vote FOR the pending merger with Hearst, one of the nation’s leading information, services and media companies, for $15.00 per share in cash, which reflects a significant premium 242% over the $4.39 closing price per share of Series A Common Stock on July 9.
ISS is the second leading proxy adviser to recommend shareholders vote FOR the Hearst Merger following the report issued by Glass, Lewis & Co.
In its report finding that the Hearst Merger represents compelling value for DallasNews shareholders, ISS* cited the “triple-digit premium” for shareholders and ultimately concluded that: “Given the premium to the unaffected price, the downside risk in the event of non-approval, and the cash form of consideration, which provides liquidity and certainty of value to DALN shareholders, support for the transaction is warranted.”
John A. Beckert, chairman of the board, DallasNews, said: “ISS provides an important additional voice in recommending that shareholders vote FOR this value creating merger. The two leading proxy advisory firms have now validated the merits of the transaction.
“With the unanimous support of the board and company’s largest shareholder, we are proud to recommend that shareholders vote FOR the merger with Hearst.
“The voting window is closing rapidly, and shareholders should vote today to realize this certain and significant premium on their investment and secure the future of DallasNews.”
DallasNews shareholders — your vote is very important regardless of how many shares you own.
Not voting is the same as voting against the transaction. The board recommends all shareholders to vote FOR the Hearst Merger to realize certain value and a significant premium.
The voting window is closing rapidly - it is important to act now. To be certain your vote is cast by phone or internet, please vote on or before Sept. 22, at 10:59 p.m. CT.
Shareholders who have questions about voting their proxy or require replacement proxy materials, please contact the company’s designated proxy solicitors D.F. King & Co., Inc. toll-free +1 (866) 416-0577 or by email at DALN@dfking.com or Okapi Partners toll-free at +1 (844) 343-2621 or by email at Info@okapipartners.com.
*Permission to use quotations from the report was neither sought nor obtained.
About DallasNews Corporation:
DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and Medium Giant. The Dallas Morning News, a leading daily newspaper, is renowned for its excellent journalistic reputation, intense regional focus, and close community ties. As a testament to its commitment to quality journalism, the publication has been honored with nine Pulitzer Prizes. Medium Giant, an integrated creative marketing agency with offices in Dallas and Tulsa, works with a roster of premium brands and companies. In 2024, the agency earned top industry recognition, winning an AAF Addy and the AMA DFW Annual Marketer of the Year Award for Campaign of the Year, along with six prestigious Davey Awards. Medium Giant is a wholly owned business of DallasNews Corporation. For additional information, visit mediumgiant.co.
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