Macquarie's Gabia Tender Offer Fails... Acquisition Plans in Doubt Again

Participation Rate Stuck at 22.1% as Most Shareholders Opt Out
Conflict Expected to Escalate Over Tender Offer Price

Macquarie Asset Management sought to acquire Gabia and delist it voluntarily by conducting a public tender offer, but the deal fell through due to low participation from minority shareholders. This is widely seen as the result of ongoing controversy over the public tender price since the acquisition plan was announced.

According to the Financial Supervisory Service’s electronic disclosure system on September 18, the special purpose company (SPC) DCK Investment, established by Macquarie Asset Management, received applications for a total of 721,413 shares during the Gabia public tender offer held from July 20 to September 17. This was only 22.1% of the minimum required 3,267,629 shares for the tender. As a result, Macquarie did not purchase any shares since it fell short of the threshold.

The public tender offer was conducted from July 20 to September 17 at a price of 48,000 won per share, with the condition to secure at least 3,267,629 shares and up to 9,805,505 shares. The offer not only failed to reach the minimum threshold for the tender to be completed, but also did not secure enough shares for delisting.

As a result of the failed tender offer, Macquarie’s plan to gain management control of Gabia and proceed with its delisting has become uncertain. There is now a possibility that the stock purchase agreement to acquire the combined 3,270,248 shares (24.4%) owned by Kim Hongguk (co-CEO and Gabia founder), Jeon Jeongwan, and Won Jonghong may be cancelled, as its completion was contingent upon the success of the public tender offer.

During the tender offer process, several major shareholders raised concerns about the price and procedures. Miri Capital, which holds a 24.2% stake, argued that the proposed price of 48,000 won per share was significantly undervalued and demanded that the offer price be increased. Align Partners, with a 14.3% stake, called for disclosure of the background behind the tender price calculation, independent verification, and exploration of alternative acquisition candidates.

Gabia employees also expressed concerns about the sale. In August, 334 employees jointly issued a statement supporting the current management and requesting long-term investment and business continuity. As of the first half of 2026, this means that roughly 80% of Gabia’s total workforce of 427 expressed their opposition to the deal.

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