Align, Macquarie Agree on Tender Offers for Gabia, KINX to Resolve Dual Listing

Gabia Tender Offer Price Raised 10.4%; KINX Shareholders Protected
"A Model Case for Ensuring Equal Opportunities to Sell"

Align Partners Asset Management (Align) said on October 28 that, following negotiations with Macquarie, it had agreed to raise its tender offer price for Gabia to KRW 53,000 per share and to launch a tender offer for all shares of KINX at KRW 190,000 per share.

An Align official said, "This agreement reflects both the improved terms for Gabia that we proposed immediately after the first tender offer failed and measures to protect KINX minority shareholders."

Align specified that launching tender offers for all remaining shares in both companies would be a condition precedent to closing the transaction. It also signed share purchase agreements to sell the Gabia and KINX shares held by its investment funds at the same per-share prices as the tender offers.

Once the conditions precedent, including obtaining the necessary government approvals, are met, Macquarie will launch tender offers for all remaining common shares held by minority shareholders of both companies. The tender offers are expected to begin within 10 business days of obtaining approval. After the transactions involving major shareholders and the tender offers are completed, the two companies will pursue voluntary delisting.

The tender offer price for Gabia has been set at KRW 53,000 per share, an increase of KRW 5,000, or approximately 10.4%, from the previous price of KRW 48,000. In addition, minority shareholders of KINX, Gabia's listed subsidiary, who were excluded from the first tender offer will have the opportunity to sell all their shares at KRW 190,000 per share. The first tender offer, which closed on September 17, had failed after attracting shares equivalent to only about 5.4% of the total number of shares issued.

Align said the transaction was a model case that puts into practice the principle that minority shareholders should be given the same opportunity to sell their shares as controlling shareholders when control changes hands. It said fairness had been ensured by granting all remaining minority shareholders the right to sell all their shares at the same price, even though the buyer would first acquire some shares through share purchase agreements.

Lee Changhwan, CEO of Align, said, "This agreement is the result of active shareholder engagement and input from many minority shareholders. We appreciate Macquarie's decision to accept minority shareholders' demands, improve the price and transaction structure, and take the interests of shareholders in both companies into account."

He added, "This will be a win-win model that addresses the issue of overlapping listings between a parent company and its subsidiary while ensuring that minority shareholders have an equal opportunity to sell their shares when control changes hands. We will continue to closely monitor the implementation of the agreements and subsequent procedures to ensure that shareholders' rights are protected."

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