• by Ray Schultz , Yesterday

MNG Enterprises, an Alden Global Capital company, has struck back at DallasNews Corp. for accepting Hearst’s offer to acquire the Dallas Morning News.  

On Thursday, MNG sent a letter to the DallasNews board of directors, arguing that it’s bid of $16.50 per share “remains the best offer available to your shareholders, and the only offer dedicated to ensuring the print edition of The Dallas Morning News continues to serve the North Texas community alongside a robust digital news operation."

Hearst had initially agreed to a price of $14 per share, then raised it to $15 after the MNG bid. But MNG called this offer inferior.

“As you can imagine, we were surprised to see your public rejection, particularly as it occurred without even a single conversation, let alone substantive engagement, with us,” says the letter signed by R. Joseph Fuchs, chairman of the MNG board of directors, and Guy Gilmore, the chief operating officer.

They add, “Rather than evaluate our proposal on the merits or engage in discussions that could benefit all your shareholders and other stakeholders and the North Texas community at large, you adopted a shareholder rights plan designed to protect the inferior Hearst transaction, suppress competing bids, and deprive your shareholders of the opportunity to consider alternatives that could unlock greater value."

The letter continues, “How these actions could possibly be deemed to satisfy your fiduciary duties is a mystery to us. Hearst’s immediate decision to increase its offer by $1.00 per share in response to our offer raises serious questions about whether the Board’s sale process was conducted in a manner consistent with those duties.”

Robert W. Decherd, the majority shareholder, stated there is “no scenario” in which he will approve a sale to Alden or its affiliates.

The MNG letter states, “We have deep respect for Robert Decherd, his more than five decades of service to The Dallas Morning News, and his long-standing commitment to civic journalism in North Texas.” 

It goes on, “We welcome the opportunity to engage directly with Mr. Decherd regarding our proposal and vision for the future. We are confident that the concerns he has expressed can be addressed collaboratively and constructively, and we are open to discussing appropriate structural protections to ensure The Dallas Morning News’s editorial and operational independence and continued civic mission, including, if appropriate, a continued role for Mr. Decherd in an institution so closely tied to his family’s legacy.”