Align Partners Calls for Renegotiation of Gabia Tender Offer Price and Search for Potential Acquirers

Align Partners Sends Shareholder Letter Regarding Macquarie's Tender Offer for Gabia

Activist fund Align Partners Asset Management has officially called on Gabia's board of directors to initiate negotiations to increase the tender offer price and to begin procedures to identify potential acquirers.

On July 22, Align Partners announced that it had sent a public letter to Gabia’s board on July 21 entitled "Request for Measures to Protect Shareholder Interests Regarding Gabia's Tender Offer." Align Partners is Gabia's third-largest shareholder, holding a 14.29% stake.

Australian private equity fund manager Macquarie Asset Management, through its special purpose company (SPC) DCK Investment, launched a tender offer for Gabia on July 20 at 48,000 won per share, aiming to acquire management rights and to take the company private.

Align Partners believes that since this tender offer is a going private transaction that will occur through the controlling shareholder’s reinvestment after the acquisition, the process must be carried out to maximize the value available to all shareholders.

To that end, the firm asserted that procedures should be initiated to search for potential buyers who can offer better terms for all shareholders. It also insisted that negotiations, such as for an increased tender offer price, should be conducted under terms favorable to all shareholders.

Align Partners analyzed that while the tender offer price proposed by DCK Investment is the same as the price for the controlling shareholder’s stake, the actual benefits to regular shareholders and to controlling shareholders could be different. Regular shareholders will lose their shareholder status in exchange for the tender offer price, while controlling shareholders and related parties can use the remaining proceeds (after tax) from the sale to acquire a stake in the acquirer and benefit from future increases in corporate value.

Align Partners also requested the formation of an independent special committee. They argued that an independent committee, primarily consisting of outside directors independent from both the controlling shareholder and DCK Investment, should express an opinion on the tender offer.

The necessity for verifying the fairness of the tender offer price was also raised. The company explained that an independent external financial expert should be appointed to evaluate Gabia’s intrinsic value fairly, and that the results should be transparently shared with all shareholders.

Finally, Align Partners requested that Gabia’s board post an official response to this letter on Gabia’s website by July 31.

This content was produced with the assistance of AI translation services.