The dispute surrounding the tender offer for KOSDAQ-listed Gabia is intensifying. As Align Partners Asset Management, a major shareholder, challenged the procedures behind the tender offer decision, Macquarie Asset Management, which is conducting the offer, defended its legitimacy on the basis of a price higher than the current share price. On the 24th, when Macquarie issued a statement stressing the appropriateness of the tender offer price, Align Partners responded that the core of the issue is procedure.
In its statement that day, Align Partners said, "The subject of our concern is not Macquarie Asset Management or the tender offer terms themselves, but Gabia's board of directors, which is reviewing this transaction." It added, "Because management control is maintained even after the transaction, there is a structural conflict-of-interest concern between the controlling shareholder and minority shareholders regarding the transaction terms and procedures."
DCK Investment, a special purpose company (SPC) established by Macquarie Asset Management, is conducting a tender offer for Gabia shares. The offer targets common shares (24.4%) held by CEO Kim Hong-guk, the largest shareholder, and two others, as well as all remaining shares. If all of Gabia's shareholders accept the tender offer, the amount invested in the transaction would reach up to 627.6 billion won.
Align Partners is pointing to the transaction structure. Kim and others, the existing controlling shareholders, will retain management control through reinvestment following the tender offer. Since the structure includes management control as part of the transaction, a conflict of interest could arise between minority shareholders and the controlling shareholder. Accordingly, Align Partners takes the position that an independent and fair review process is needed under the directors' duty of loyalty and the principle of protecting all shareholders' interests under the revised Commercial Act. Align said, "It is important for Gabia's board of directors to protect the interests of all shareholders and maximize shareholder value through an independent and fair review process."
Macquarie distributed a statement that day, saying, "The tender offer price of 48,000 won was determined by comprehensively considering historical share prices, premium rates in similar tender offer cases, the value of comparable companies, past tender offer prices, and the share purchase agreement (SPA) price." It argued, "This is a price that provides all shareholders with a meaningful premium and a definitive liquidity opportunity." In response, Align Partners countered, "We have never argued that the tender offer price is excessively low," adding, "The board of directors must faithfully carry out procedural measures to maximize the value of all shareholders."
Amid the exchanges between the two sides, Miri Capital, Gabia's second-largest shareholder, also opposes the tender offer. Miri Capital demanded the protection of minority shareholders and the securing of fairness in the transaction process. Since the structure involves CEO Kim Hong-guk and two others reinvesting funds into the Macquarie acquisition side, Miri Capital takes the position that, to prevent a conflict of interest, the board resolution related to this transaction should be conducted fairly only by the remaining three directors who have no interest in the matter.
Align Partners requested that Gabia's board carry out procedures including establishing an independent special committee and independently verifying the fairness of the tender offer price. An Align Partners official said, "If the process confirms that this transaction is indeed the most advantageous deal for all shareholders, it will not only enhance the legitimacy of the transaction but also serve as an occasion to further boost the trust of the market and all shareholders."
