Align Partners Files Petition on Gabia Tender Offer, Urges Disclosure of Key Information

Petition on Gabia Tender Offer Filed with Financial Supervisory Service
Omission of Gabia Data Center Project Details
"Ordinary Shareholders Must Have Access to All Material Information"

Regarding the ongoing tender offer for Gabia by DCK Investment, a special purpose company (SPC) established by Australian private equity firm Macquarie Asset Management, Align Partners Asset Management has filed a petition with the Financial Supervisory Service, urging that all material information in the tender offer statement be disclosed to the public.

On July 31, Align Partners announced that it had submitted a petition related to the Gabia tender offer to the Financial Supervisory Service on July 30. The firm claims that information necessary for ordinary shareholders to make informed investment decisions has not been sufficiently disclosed in the tender offer statement, and has called for a correction disclosure from the regulator to ensure public access to such information.

Previously, on July 20, DCK Investment initiated a tender offer to acquire the entire stake (24.4%) held by the controlling shareholder at the same offer price of 48,000 won per share. Following the tender offer, DCK Investment plans to maintain the current management's control through reinvestment. In response, on July 21, Align Partners, the third-largest shareholder of Gabia, sent a letter to Gabia's board of directors demanding negotiations for an increase in the offer price and the exploration of potential acquirers.

Align Partners believes that since ordinary shareholders will not be able to benefit from Gabia's business performance after the tender offer, all material information must be thoroughly disclosed in the tender offer statement. Specifically, they have called for the disclosure of information regarding Gabia's data center business in Ansan, Gyeonggi Province, which involves a 600 billion won investment in a 40MW facility as part of a joint venture with Macquarie. Gabia's subsidiary KINX is participating as the design, build, and operate (DBO) contractor. Considering that the joint venture aims to establish a data center platform with a total capacity of more than 100MW at key domestic locations, including Ansan, Align Partners believes these project details are crucial for properly valuing Gabia's corporate worth.

They also pointed out that information related to anticipated revenue growth for KINX has not been included in the tender offer statement. According to KINX's investor relations materials from June, the entire capacity of its Gwacheon data center, completed in 2024, has already been sold. They noted that the current utilization rate is about 30%, and that revenue is expected to increase as occupancy is completed by 2028, but such information was omitted.

They further noted that the terms of the transaction with the controlling shareholder have not been adequately disclosed. Since DCK Investment's reinvestment would allow Gabia’s management to retain control, Align Partners asserted that the structure for profit-sharing between ordinary shareholders and controlling shareholders must be transparently disclosed. Without this, it is impossible to accurately compare the consideration to be received by the controlling shareholder with the cash consideration offered to ordinary shareholders.

Align Partners also requested detailed disclosure of any plans for delisting following the tender offer. The current tender offer statement only offers broad references to a potential comprehensive stock exchange after acquisition or to the acquisition of minority shares by the controlling shareholder. Align Partners pointed out that whether there are plans to delist KINX is also essential information, and that this has been omitted.

Changhwan Lee, CEO of Align Partners, stated, "This petition is not intended to oppose the tender offer itself, but rather to request that the tender offer statement be supplemented so that all shareholders can make decisions based on sufficient and balanced information. We expect the Financial Supervisory Service to thoroughly review the adequacy and completeness of related disclosures."

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