The Dallas Morning News has received a second offer to be acquired, but it's not an offer they want, and they're calling for a special shareholder meeting to settle the matter.

On July 10, parent company DallasNews Corporation announced that The Dallas Morning News would be acquired by New York-based Hearst, joining a portfolio of 28 daily and 50 weekly newspapers, for $15 per share in cash.

But then on July 22, DallasNews received a second proposal from MNG Enterprises, Inc., an affiliate of Alden Global Capital, a New York investment firm.

Alden owns more than 200 newspapers including the Chicago Tribune, the Baltimore Sun, the New York Daily News, and the Denver Post, and has subsequently shrunk newsrooms with cutbacks and buyouts.

According to a release, the DallasNews Board of Directors continues to believe that the Hearst merger is in the best interests of shareholders. Robert W. Decherd, the current majority owner, has agreed to vote his shares in favor of the Hearst merger.

Shortly after Alden made its proposal, Decherd publicly confirmed his intention to honor his commitment to vote in favor of Hearst, stating that there was no scenario involving Alden or its affiliates as a buyer for DallasNews which he would support.

Due to the fact that an Alden transaction is impossible to consummate without Decherd’s approval, DallasNews announced on July 28 that the board had reviewed the Alden proposal and determined that it did not constitute a “Superior Proposal” as that term is defined in the Hearst Merger Agreement.

Despite what would appear to be an insurmountable shareholder approval hurdle, Alden has now stated their intention to take their case directly to shareholders. Unfortunately, their action may thwart the Hearst merger. The release says:

While their goal in doing so is unclear, for the Hearst Merger (or any transaction) to be consummated, two-thirds of the shares of Series A common stock, voting as a single class, must vote in favor of a transaction, in addition to two-thirds of the shares of Series B common stock, voting as a single class, and two-thirds of the combined shares of Series A and Series B common stock, voting together as a single class. Mr. Decherd does not control the Series A vote, thus Alden’s ownership stake – and potential efforts to rally other shareholders against the Hearst Merger – makes it increasingly difficult for DallasNews to obtain approval of and close the transaction with Hearst.

One media site notes that Alden likes to wait until a newspaper merger or acquisition is about to be consummated, then, swoops in with a late bid that promises the a bigger payday.

DallasNews is calling for a special shareholder meeting to request they accept the Hearst proposal. If Alden succeeds in thwarting the Hearst merger, they still would not be able to execute their deal without Decherd’s support.