MediaNews Group Pressures DallasNews Corporation (DALN) to Reconsider Superior $16.50 Buyout Offer Over Hearst’s Bid, Criticizes Board’s Sale Process and Governance

Summary

Dear Members of the Board of Directors:

On July 28, 2025, you summarily rejected—without any discussion—our all-cash proposal to acquire all outstanding shares of DallasNews Corporation for $16.50 per share in favor of Hearst’s clearly inferior $15.00 per share revised offer. Our proposal remains the best offer available to your shareholders, and the only offer dedicated to ensuring the print edition of The Dallas Morning News continues to serve the North Texas community alongside a robust digital news operation.
As you can imagine, we were surprised to see your public rejection, particularly as it occurred without even a single conversation, let alone substantive engagement, with us. Rather than evaluate our proposal on the merits or engage in discussions that could benefit all your shareholders and other stakeholders and the North Texas community at large, you adopted a shareholder rights plan designed to protect the inferior Hearst transaction, suppress competing bids, and deprive your shareholders of the opportunity to consider alternatives that could unlock greater value.

How these actions could possibly be deemed to satisfy your fiduciary duties is a mystery to us. Hearst’s immediate decision to increase its offer by $1.00 per share in response to our offer raises serious questions about whether the Board’s sale process was conducted in a manner consistent with those duties.

We have completed all diligence available to us at this time and remain firmly convinced that DallasNews Corporation is worth at least $16.50 per share—well above the substantially lower price the Board currently supports. We are ready to complete our remaining limited diligence expeditiously. We are confident that we can close a transaction quickly, particularly given the fact that we do not operate any other publications in Texas. We expect a constructive dialogue with the Board and DallasNews Corporation management could uncover additional value drivers, potentially allowing us to increase our all-cash offer beyond $16.50 per share. That opportunity, however, can only be realized if the Board chooses to engage.

We have deep respect for Robert Decherd, his more than five decades of service to The Dallas Morning News, and his long-standing commitment to civic journalism in North Texas. We share Mr. Decherd’s commitment to high-quality local journalism and agree that preserving the quality and integrity of The Dallas Morning News requires scale, operating experience, and a proven commitment to the public interest. That is why our initial proposal includes our commitment to ensure the print edition of The Dallas Morning News continues to serve the North Texas community.

More importantly, MediaNews Group is better positioned than Hearst, particularly in light of Hearst’s recent operational challenges, to provide the support and stability needed to ensure the long-term success of The Dallas Morning News. We are the operator best positioned to preserve and strengthen this historic institution.

We welcome the opportunity to engage directly with Mr. Decherd regarding our proposal and vision for the future. We are confident that the concerns he has expressed can be addressed collaboratively and constructively, and we are open to discussing appropriate structural protections to ensure The Dallas Morning News’s editorial and operational independence and continued civic mission, including, if appropriate, a continued role for Mr. Decherd in an institution so closely tied to his family’s legacy.

We remain hopeful that we can work cooperatively with the Board and Mr. Decherd toward a mutually beneficial outcome. However, if the Board continues to refuse engagement, we will simply be forced to take our case directly to your shareholders. As such, we urge you to reconsider your position.

Our proposal is clearly superior to Hearst’s, and it offers the best outcome for all stakeholders, including The Dallas Morning News, its employees, your shareholders, and the broader communities of North Texas, including Dallas, Plano, Frisco, McKinney, Arlington, Irving and beyond.

We stand ready to engage immediately.

Sincerely,

MNG ENTERPRISES, INC.

Source:

https://www.sec.gov/Archives/edgar/data/1413898/000090514825002671/second_letter_to_board.htm