Macquarie Asset Management Launches Tender Offer for Gabia Shares, Plans Delisting After Acquisition
Gabia Hits Upper Price Limit Following Tender Offer Announcement
Macquarie Asset Management plans to voluntarily delist Gabia, a cloud and internet infrastructure company, after acquiring it.
On July 20, Gabia announced in a regulatory filing that Macquarie Korea Opportunities Private Investment Fund No. 6, which is managed by Macquarie Asset Management, will conduct a tender offer for Gabia shares through the special-purpose company (SPC) DCK Investment from today until September 17.
The tender offer price is 48,000 won per share, with the total transaction value amounting to 15.69 billion won. The tender offer price is 41.6% higher than the closing price on the last trading day before the submission of the tender offer statement.
The tender offer targets 9,805,505 shares, which is 73.1% of the total number of issued shares. If the maximum eligible shares are tendered, the total payment for the tender offer will reach approximately 47.07 billion won. The acquisition funds consist of 9.44 billion won in equity capital from the tender offeror and 37.75 billion won in fixed-rate loans at an annual interest rate of 5.60% from Mirae Asset Securities. Including the amount for acquiring shares from the largest shareholder, the overall transaction is estimated at about 62.76 billion won.
This tender offer has a minimum purchase condition. If less than 3,267,629 shares are tendered, Macquarie will not purchase any shares tendered, and the share purchase agreement (SPA) signed with CEO Kim's side may be terminated.
CEO Kim, the founder, along with related parties, plans to reinvest the share sale proceeds, minus taxes, into the SPC to continue participating in Gabia’s management alongside Macquarie. While Macquarie will secure management control, the structure is set for joint management with the founder's group.
Upon completion of the largest shareholder sale and the tender offer, Macquarie will secure 97.4% of Gabia’s issued shares. Based on circulating shares excluding treasury stock held by Gabia, the stake will amount to 100%. Macquarie intends to delist Gabia and incorporate it as a wholly owned subsidiary following the tender offer.
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Following the news of the tender offer, Gabia closed at its upper trading limit on the same day.
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