Align Partners: "Gabia Tender Offer Price Too Low... Should Be Up to 80,000 Won"

Gabia's Per-Share Value Estimated 66% Above Tender Offer Price
Extraordinary General Meeting Demanded; Align Partners May Convene if Board Does Not Respond

Align Partners has determined that the public tender offer price of 48,000 won per share for Gabia, proposed by Macquarie Asset Management, is excessively low, and has presented a fair value that could reach as high as 80,000 won. The company has publicly demanded that Gabia's board of directors provide a statement regarding this valuation, and announced its plan to call for an extraordinary general meeting of shareholders.

On August 19, Align Partners sent the shareholder letter containing these details to Gabia's board of directors the previous day and, in accordance with the Commercial Act, formally requested the convening of an extraordinary general meeting.

In its letter, Align Partners calculated the intrinsic value of Gabia per share to be in the range of 65,400 won to 79,900 won, using the SOTP (Sum of the Parts) method. This figure is up to approximately 66% higher than the 48,000 won tender offer price proposed by Macquarie.

This is the first time since the public tender offer process began on July 20 that Align Partners has disclosed its own assessment of Gabia’s intrinsic value. Align stated that it applied the SOTP method, which sums the value of each business segment, based on the most recently disclosed semiannual report.

Align Partners also disclosed its methodology for valuing KINX, Gabia’s key affiliate that is central to the company’s valuation. Align explained that it applied market trading multiples from peer companies such as Equinix and Digital Realty, which do not factor in the Korea discount or the overlapping listing discount, as well as transaction multiples from five global data center M&A deals since 2021.

The company further explained that even this valuation was calculated quite conservatively. Align stated, “We did not include the estimated performance in 2027, which will reflect the status of the Gwacheon Data Center whose occupancy rate remains only at around 50%, nor did we separately factor in the design-build-operate (DBO) business value of the Ansan and Siheung data centers.” Align added, “No control premium was added for the equity stakes in Xgate and SPSoft either.”

Meanwhile, Align Partners also disclosed the purpose of calling for the extraordinary general meeting. The agenda includes: ▲ amending the company's articles of incorporation to increase the number of directors from the current three to five to a new range of three to seven; ▲ appointing independent directors Kwak Joonho and Cho Seongmoon; and ▲ appointing non-executive director Eom Taehyun. Explaining the rationale for the meeting, Align stated, "From the conclusion of a non-disclosure agreement between Macquarie and Gabia's largest shareholders, Hongguk Kim and Jonghong Won, on April 25 to the signing of the share purchase agreement—over about three months—the other directors, except for the two co-CEOs, were unable to verify the specific details of the transaction that would alter the company's governance and listing status." Align added, "Even after nearly half the public tender offer period has passed, Gabia's board of directors, aside from establishing a special committee, has not implemented any of the shareholder protection measures requested by us."

Align Partners has requested that Gabia disclose by August 25 whether the extraordinary general meeting will be convened and its proposed date, and to publicly announce the board's position on the public tender process and valuation results by September 2. If the meeting is not convened without delay after the request, the company may seek court approval to convene the extraordinary general meeting in accordance with the Commercial Act. Changhwan Lee, CEO of Align Partners, emphasized, “As a shareholder of Gabia, I will do my utmost to ensure that the interests of all shareholders are protected.”

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