Gabia Delisting Fails... Align Says "Consent of Controlling Shareholder Is Not Enough, Fair Conditions Must Be Established"

"Fair Conditions Acceptable to General Shareholders Must Be Established"
Request to Convene an Extraordinary General Meeting

Align Partners Asset Management (Align) stated on the 18th that, regarding the failed voluntary delisting tender offer for Gabia, conditions fair enough for general shareholders to accept must be established.

Align assessed the failure of this tender offer as an unusual and significant case in the capital market. Align commented, "The outcome demonstrates that a deal cannot be guaranteed solely by the consent of the controlling shareholder, and it is crucial to establish fair conditions that general shareholders can accept." They further emphasized, "The essence of the Gabia campaign is to resolve the undervaluation and damages to general shareholders caused by dual listing."

The company continued, "While the controlling power of a certain major shareholder may be weakened in the process, the enhancement of corporate value for all shareholders should not be rejected on that basis." Align pointed out, "Amended Article 382-3 of the Commercial Act states that directors are required to protect and treat the interests of all shareholders fairly."

Align asserted that Gabia's board of directors failed to respond to demands to resolve the dual listing, and that the controlling shareholder coordinated with Macquarie to push for voluntary delisting.

Align stated that while there is no issue with management pursuing voluntary delisting per se, concerns exist regarding structural conflicts of interest. The current management can maintain its involvement and potential benefit from any future value appreciation through reinvestment, whereas general shareholders will have their investment relationships terminated completely in exchange for cash.

Align noted, "The special committee also pointed out that, due to the differing economic interests between controlling and general shareholders and the absence of an independent corporate valuation, there are limitations in determining price adequacy, and thus recommended that the board declare a neutral position." Align urged, "The board should secure fair procedures and the best possible conditions for general shareholders through independent value verification and negotiations."

Only about 5.4% of the total issued shares and approximately 7.4% of the shares targeted in the tender offer participated in this Gabia tender, failing to gain sufficient shareholder approval.

Align argued that, if voluntary delisting is pursued again in the future, better conditions than before must be secured for general shareholders whose investment relationships end in cash. Align also called for solutions to protect the interests of general shareholders of other listed subsidiaries and sub-subsidiaries such as KINX.

Align added, "In order to improve the independence of the board and protect general shareholder interests, we have requested to convene an extraordinary general meeting and proposed the appointment of two additional independent directors and one other non-executive director." Align concluded, "We will work to resolve Gabia’s dual listing issue and ensure that the interests of all shareholders are protected fairly throughout all key decision-making processes."

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