GAMCO Backs Hearst Acquisition of DallasNews (DALN) after price increase
Market Cap: $84 million | DallasNews Corporation, together with its subsidiaries, publishes and sells newspapers in Texas.
On July 31, 2025, MNG Enterprises, Inc. sent a letter to the Board of Directors of DallasNews Corporation expressing strong disappointment over the board’s outright rejection of MNG’s all-cash acquisition proposal of $16.50 per share, which was higher than the competing $15.00 per share offer from Hearst. MNG criticized the board for refusing to engage in any discussions and for adopting a shareholder rights plan that favored Hearst’s offer, thereby limiting shareholder choice and potentially violating fiduciary duties. Emphasizing their commitment to preserving the print edition of The Dallas Morning News and its local journalistic mission, MNG asserted they are better positioned than Hearst to support the paper’s long-term success. They remain open to constructive dialogue, including working with Robert Decherd, but warned that if the board refuses engagement, they will appeal directly to shareholders to reconsider and accept what MNG claims is the superior offer for the benefit of all stakeholders and the North Texas community.
On August 11, 2025, MNG submitted an enhanced proposal to acquire all outstanding shares of the company it does not already own for $17.50 per share in cash, up from its initial $16.50 offer. Source
On August 19, 2025, MNG submitted a further enhanced proposal to acquire all outstanding shares of the company it does not already own for $18.50 per share in cash—up from its initial $16.50 offer and its prior $17.50 enhanced proposal. Source
On September 10, 2025, GAMCO filed 13D, noting the company’s recent adoption of a 10% poison pill without shareholder approval, which conflicts with its guidelines. GAMCO has not decided how to vote on the September 23 Hearst acquisition but said the pill will factor into its evaluation. Source
On September 16, 2025, MNG submitted an Improved Proposal Letter to the Board offering $20.00 per share in cash to acquire all outstanding shares it does not already own, representing increases of $3.50, $2.50, and $1.50 per share over its initial ($16.50), enhanced ($17.50), and further enhanced ($18.50) offers, respectively. Source
On September 17, 2025, GAMCO (6.08%) stated that on September 10, 2025, they said they were assessing how to vote on the proposed Hearst Communications acquisition at the September 23 special meeting. After the company raised the purchase price on September 15, they concluded the revised terms were more attractive and now intend to support the merger. SourceMarket Cap: $84million | DallasNews Corporation, together with its subsidiaries, publishes and sells newspapers in Texas.
On July 9, 2025, DallasNews Corporation agreed to be acquired by Hearst Media West, LLC under a merger agreement providing $14.00 per share in cash.
On July 22, 2025, MNG Enterprises submitted a non-binding proposal to acquire all remaining shares at $16.50 per share in cash, a 276%+ premium to the July 9 price and 18%+ above Hearst’s $14.00 offer; MNG and affiliates also filed an initial Schedule 13D disclosing 9.9% ownership and a Joint Filing Agreement with Strategic Investment Opportunities LLC, MNG Investment Holdings LLC, Heath Freeman, and Alden Global Capital LLC.
On July 31, 2025, MNG Enterprises, Inc. sent a letter to the Board of Directors of DallasNews Corporation expressing strong disappointment over the board’s outright rejection of MNG’s all-cash acquisition proposal of $16.50 per share, which was higher than the competing $15.00 per share offer from Hearst. MNG criticized the board for refusing to engage in any discussions and for adopting a shareholder rights plan that favored Hearst’s offer, thereby limiting shareholder choice and potentially violating fiduciary duties. Emphasizing their commitment to preserving the print edition of The Dallas Morning News and its local journalistic mission, MNG asserted they are better positioned than Hearst to support the paper’s long-term success. They remain open to constructive dialogue, including working with Robert Decherd, but warned that if the board refuses engagement, they will appeal directly to shareholders to reconsider and accept what MNG claims is the superior offer for the benefit of all stakeholders and the North Texas community.
On August 11, 2025, MNG submitted an enhanced proposal to acquire all outstanding shares of the company it does not already own for $17.50 per share in cash, up from its initial $16.50 offer. Source
On August 19, 2025, MNG submitted a further enhanced proposal to acquire all outstanding shares of the company it does not already own for $18.50 per share in cash—up from its initial $16.50 offer and its prior $17.50 enhanced proposal. Source
On September 10, 2025, GAMCO filed 13D, noting the company’s recent adoption of a 10% poison pill without shareholder approval, which conflicts with its guidelines. GAMCO has not decided how to vote on the September 23 Hearst acquisition but said the pill will factor into its evaluation. Source
On September 15, 2025, the company announced that Glass, Lewis & Co. and Institutional Shareholder Services Inc. recommend shareholders vote FOR the Hearst Merger. Source
On September 16, 2025, MNG submitted an Improved Proposal Letter to the Board offering $20.00 per share in cash to acquire all outstanding shares it does not already own, representing increases of $3.50, $2.50, and $1.50 per share over its initial ($16.50), enhanced ($17.50), and further enhanced ($18.50) offers, respectively. Source
On September 17, 2025, GAMCO (6.08%) stated that on September 10, 2025, they said they were assessing how to vote on the proposed Hearst Communications acquisition at the September 23 special meeting. After the company raised the purchase price on September 15, they concluded the revised terms were more attractive and now intend to support the merger. Source
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