Rising Tensions in Gabia Tender Offer... Align Criticizes Macquarie for Self-Contradiction

"Tender Offer Price Set Lower Than Past Data Center Investments"

A heated dispute is intensifying between Macquarie Asset Management and Align Partners Asset Management over the tender offer price for Gabia. Macquarie criticized Align's asserted company valuation as excessively high and argued that it is rarely seen among global comparable companies or similar transactions. On the other hand, Align countered that this valuation methodology had already been used by Macquarie when investing in other data center-related companies.

On August 6, Align released a statement expressing this position. Previously, on July 24, Macquarie rebutted Align’s open letter (previously sent to Gabia), which applied a multiple of 21.3 times the expected EBITDA after the ramp-up of the Gwacheon data center for the KINX valuation. Macquarie stated, "There is a significant gap with the typical transaction multiples observed in the global M&A market," adding, "This level of assumption is rarely found among global comparable companies or precedents of similar transactions."

However, Align criticized Macquarie for being self-contradictory. In the same materials, Macquarie cited the example of AirTrunk, the largest data center operator in the Asia-Pacific region, which Macquarie had invested in. AirTrunk was sold in 2024 at an enterprise value of approximately AUD 24 billion (about KRW 24.1258 trillion), representing an EBITDA multiple of around 21 times.

Align stated, "Despite applying a transaction multiple of 21 times EBITDA to a transaction executed directly by Macquarie itself, Macquarie now argues that the 21.3 times multiple we used represents an assumption rarely observed in global comparable companies or similar transactions, which is self-contradictory." Align continued, "Especially, it is hard to accept Macquarie's presentation of domestic telecommunications companies with entirely different business models as peers for KINX, and citing a 5–7 times EBITDA multiple as the benchmark."

Previously, on July 30, Align filed a complaint with the Financial Supervisory Service, requesting a review of whether Macquarie's tender offer report for Gabia included sufficient information necessary for general shareholder investment decisions. The entity established by Macquarie for the tender offer, DCK Investment, signed a contract on July 17 to acquire all shares held by Gabia’s controlling shareholder, Heung Kuk Kim, and two others at 48,000 won per share.

Align argued, "Macquarie stated that it had not received any materials from the controlling shareholders regarding the core-hub joint venture with Gabia, specifically relating to how much Gabia’s profitability or company value would rise." Align added, "With respect to KINX’s business plans and earnings outlook including the Gwacheon data center, Macquarie said the target company knows best and believes the special committee will review it, but did not clearly disclose whether they received any specific materials." They asserted that, if the tender offeror had received related materials, the key details and whether they were reflected in the tender offer price must be disclosed in the tender offer report.

Furthermore, Align stressed, "It is hard to believe that an acquirer, who is injecting over KRW 600 billion to acquire management control and pursue delisting— including the acquisition price for the controlling shareholders’ stake and tender offer funds— would determine the tender offer price based solely on past stock prices and performance without confirming the future business plans and performance forecasts of the target company." Align pointed out that whatever the acquirer confirmed regarding company value during the acquisition review process could impact general shareholders’ tender offer decisions, and the tender offer report should faithfully disclose what major items were confirmed and how they were reflected in the tender offer price.

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