DallasNews raises merger price to $15/share, rejects $16.50 bid, adopts poison pill

DallasNews Corp

Per share price increased from $14.00 to $15.00 in cash via Merger Agreement Amendment with Hearst Media West.
Board rejected MNG Enterprises' $16.50/share unsolicited proposal, determined not a Superior Proposal.
Board reaffirmed recommendation to approve the Hearst merger; closing conditions include Net Cash ≥ $20M.
Adopted Rights Agreement (poison pill) triggering at 10% beneficial ownership; expires July 26, 2026.
Rights plan exempts the Hearst merger; Rights dividend of one Right per share payable August 7, 2025.

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