Dallas Morning News says no to Alden offer

DallasNews Corporation announced July 28 its board of directors has “reviewed and rejected the unsolicited, nonbinding proposal” from an affiliate of Alden Global Capital and agreed to an amended definitive merger agreement from Hearst, which increased its offer to $15 a share. 

By AMY HOLLYFIELD

Managing Editor, Dallas Morning News , Published July 28, 2025

The board of the public parent company of The Dallas Morning News and integrated creative marketing agency Medium Giant, also voted to immediately implement a shareholder rights plan to limit Alden’s MediaNews Group from increasing its 9.9% stake in DallasNews Corporation.

The shareholder rights plan, a common move for public companies that are targeted by untoward suitors, allows DallasNews Corporation to disincentivize MediaNews Group from acquiring more shares.

Under the rights plan, if an investor acquires 10% or more of the shares in the company with the intent to take control, every other shareholder gets the chance to increase their portfolio and the investor’s shares are diluted. The investor would have to work with the board to advance any intentions.

Southwest Airlines invoked a shareholder rights plan, commonly known as a “poison pill,” last year after activist investor Elliott Investment Management bought a stake in the company and demanded major influence. 

Commitment to deal

Last week, MediaNews Group made a nonbinding cash offer for DallasNews Corporation of $16.50 a share, a nearly 18% increase from the initial agreement with Hearst, which was for $14 a share. The new Hearst offer values the company at $80.3 million. 

DallasNews Corporation controlling shareholder Robert W. Decherd, a great-grandson of co-founder George Bannerman Dealey, sent a letter Friday to his former company’s board emphatically stating his complete commitment to the Hearst merger. 

“There are no circumstances under which I would vote for or support the MNG [MediaNews Group] proposal,” Decherd wrote. “I am focused, as I have always been, on the well-being of The Dallas Morning News, the quality of its journalism, and The News’ role in the city of Dallas.” 

Decherd holds the majority of shareholder voting power and the company’s unique family ownership structure means Decherd’s stake gives him significant influence over any deal that determines the company’s future. Over a career spanning 50 years, he served as DallasNews Corporation’s board chairman, president and CEO.

His letter also noted that because he is not a current DallasNews Corporation board member, he can vote however he wants.

“Having retired from the board in September 2023 and having had no formal role related to the company since then, I have no fiduciary responsibility,” he wrote.

Alden Global Capital’s MediaNews Group owns 77 daily newspapers and more than 150 weekly publications across the country, including The Chicago Tribune, The Denver Post, The Mercury News, The Virginian-Pilot and the Boston Herald.

Reasons for rejection

DallasNews Corporation said in a release that “the limited-duration Rights Plan was adopted in response to the Alden Proposal and is intended to deter Alden’s efforts to deprive shareholders of the ability to realize the benefits of the transaction with Hearst, which the board believes is in the company’s best interest and offers a substantial premium to Company shareholders.”

Further, the release said the board took note of “Alden’s track record of rapidly acquiring a significant stake in other public companies, combined with making unsolicited acquisition bids, threatening or initiating proxy fights to replace the board, as well as litigation to achieve its objectives.” 

Stock setup 

DallasNews Corporation became a public company in 1981 and its stock was uniquely set up with a dual-class structure, Series A Common Stock and Series B Common Stock.

From a July 9 filing with the SEC, Decherd, his family and foundation own 96.2% of the Series B shares, along with 1.6% of the Series A shares.

In order for any offer to get shareholder approval, there are three vote thresholds: two-thirds of Series A shareholders, two-thirds of Series B shareholders and two-thirds of the total shareholders. 

Decherd’s Class B shares have 10 votes for every one vote of Class A shares, giving Decherd 55 percent of the total voting power.

Preemptive move

The board pointed directly to the threat of Alden’s nonbinding offer, which could delay or block the transaction with Hearst, as a reason for implementing the shareholder rights plan. 

“The rights plan is intended to enable the company’s shareholders to realize the long-term value of their investment through completion of the transaction contemplated by the Hearst Merger Agreement,” the release said.

Decherd’s letter to the board amplified that message.

“From my perspective,” Decherd wrote, “the terms and conditions of the Hearst merger are superior to any alternative scenario I can envision.

“I plan to honor the agreement I have made to vote in favor of the merger and look forward to the merger being consummated at the soonest possible time.”