Hearst set to acquire DallasNews Corporation

DallasNews Corporation, the holding company of The Dallas Morning News and Medium Giant, and Hearst, one of the nation’s leading information, services and media companies, has announced that the companies have signed a definitive agreement whereby DallasNews Corporation would be acquired by Hearst.

The announcement was made by Steven R. Swartz, president and chief executive officer of Hearst, and Grant Moise, chief executive officer of DallasNews Corporation and publisher of The Dallas Morning News.

DallasNews shareholders will receive $14.00 in cash for each share of common stock — a premium of 219% per share based on the closing price of DallasNews’ common stock of $4.39 per share. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close during the third or early fourth quarter.

Upon closing, The Dallas Morning News will join Hearst Newspapers — the operating group responsible for Hearst’s newspapers, local digital marketing services businesses and directories — which publishes 28 dailies and 50 weeklies across the United States. Medium Giant, DallasNews’ integrated creative marketing agency, will complement Hearst Newspapers’ agency level services.

Jeff Johnson, president, Hearst Newspapers: “Hearst Newspapers is committed to supporting The Dallas Morning News’ continued success through smart investments in their digital strategy, compelling journalism and expanded audience reach. This move aligns squarely with our strategy of backing trusted, high-impact local media brands in growth markets. We’re looking forward to working with the teams at The News and Medium Giant.”

Moise: “For 140 years, The Dallas Morning News has earned enviable status as one of the most trusted and distinguished daily newspapers in the U.S. We’ve done so by focusing on the issues that matter most to our North Texas community and by embracing the kind of objective, accountable and skillful reporting at the heart of impactful journalism. The Hearst family of newspapers shares these values. Their resources, expertise and track record of supporting — and investing in — local independent journalism will ensure The Dallas Morning News thrives for decades to come.”

“We also believe our Medium Giant clients will benefit from access to, and collaboration with, Hearst Newspapers’ agency level services. The agencies will deliver best-in-class solutions, digital expertise and strategic acumen.”

Robert W. Decherd, former board chairman, president and chief executive officer, DallasNews Corporation:“The News’ 140-year commitment to distinguished journalism has been extraordinarily important to the evolution of Dallas as one of America’s greatest cities. We have generations of News employees to thank for this. I’m confident that the path forward with Hearst Newspapers assures The News’ ability to continue informing and strengthening North Texas for many years to come.”

Upon the closing of the transaction, DallasNews Corporation will become a private company and its shares will no longer trade on Nasdaq.

J.P. Morgan Securities LLC and Haynes Boone served as exclusive financial advisor and legal advisor, respectively, to DallasNews Corporation. Clifford Chance US LLP served as legal advisor to Hearst.

www.hearst.com

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