Shareholders of the DallasNews Corporation have voted to approve a merger with Hearst, uniting two storied brands in journalism.
An overwhelming percentage of DallasNews stockholders endorsed the union with Hearst, which in July entered into a definitive merger agreement with the public parent company of The Dallas Morning News and integrated creative marketing agency Medium Giant.
The deal marks a new chapter for The Dallas Morning News as part of a continuum of one of the media’s most prestigious institutions, and gives the paper access to Hearst’s vast knowledge and resources as The News seeks to expand its foothold in North Texas. The deal also marks the end of an era for the independent newspaper, coinciding with its 140th anniversary next month.
“It’s a historic day for DallasNews Corporation for so many reasons, but the most important is that the shareholders have voted to provide The Dallas Morning News with the opportunity to exist for another 140 years,” Grant Moise, CEO of DallasNews Corporation and publisher of The Dallas Morning News, said after Tuesday’s shareholder meeting.
“Because of this significant event, Dallas and North Texas will continue to have a newspaper they can rely on to report the news of this community fairly and accurately. This moment will also ensure that The Dallas Morning News will maintain an editorial voice that has a singular purpose: to consistently challenge North Texas to reach its full potential.”
Hearst now owns all of the Lone Star State’s major newspapers and enters the Dallas market at a time when the region is experiencing a surge in growth, aided by an influx of new residents and businesses from across the country.
“We would like to thank DallasNews shareholders for voting to approve this important and value-creating merger with Hearst, and for securing the future of DallasNews,” John Beckert, chairman of the DallasNews Corporation board of directors, said in a statement Tuesday.
“We are proud to have delivered this compelling and certain premium for shareholders, and are confident that The Dallas Morning News and Medium Giant have a bright future ahead as members of the Hearst family.”
The deal is expected to close this week and comes after Hearst twice raised its all-cash offer to shareholders. The final sale price was $16.50 a share, giving the company a valuation of $88.3 million.
“With the agreement now approved, we’re excited to work with our new colleagues at The Dallas Morning News and Medium Giant,” Jeff Johnson, president of Hearst Newspapers, said in a statement. “Bringing these respected organizations into Hearst fully aligns with our commitment to strengthening trusted, high-impact local media in growing markets, and we look forward to building the future together.”
DallasNews Corporation is Texas’ oldest continually operating company and has thrived at a time when media organizations have retreated from local news and print publications.
The merger between Hearst and The News combines their collective journalistic firepower and gives Hearst an expansive audience of Dallas’ young professionals and community homesteaders that have maintained roots in the area for decades.
Hearst now owns 29 daily newspapers, including the Houston Chronicle, San Antonio Express-News and Austin American-Statesman. Among other ventures, Hearst’s portfolio includes 35 television stations and more than 200 magazines; plus it has an ownership stake in cable networks that include A&E, HISTORY, Lifetime and ESPN.
The Dallas Morning News was co-founded in 1885 by George Bannerman Dealey, who bought controlling interest in the company in 1926 and served as chairman for two decades. Once the deal closes, DallasNews Corporation will be part of Hearst Newspapers, a division of Hearst.
In order to get shareholder approval, there were three vote thresholds: two-thirds of Series A shareholders, two-thirds of Series B shareholders and two-thirds of the total shareholders.
In a filing with the Securities and Exchange Commission, DallasNews Corporation recorded 77.0% approval from Series A shareholders, 98.8% of Series B shareholders and 89.3% of the total shareholders.
In the weeks preceding Tuesday’s announcement, an unsolicited proposal from an affiliate of Alden Global Capital was rejected multiple times by the DallasNews Corporation board of directors, including last week after the affiliate raised its offer to $20 a share. MediaNews Group has expanded its portfolio to include 77 daily newspapers and more than 150 weekly publications, while also bidding on available media companies.
The DallasNews Corporation board of directors’ rejection aligned with the emphatic view of Robert Decherd, a great-grandson of Dealey and controlling shareholder of DallasNews Corporation. Over a career spanning 50 years, Decherd served as the company’s board chairman, president and CEO.
After Tuesday’s shareholder meeting, Decherd expressed his thanks and gratitude to the leadership of the DallasNews Corporation board and of The Dallas Morning News.
“There are very few great American newspapers left,” he said. “This is one of them.”