7/20/2026
Align: “Gabia Tender Offer Not an Ordinary Sale... No Harm Should Come to Shareholders”
Asia Business Daily (07/20/26) Minwoo, Lee
Macquarie Asset Management is pursuing the delisting of Gabia (KOSDAQ: 079940) through a public tender offer following the company’s acquisition. Given the unique structure in which the founder's side will reinvest the sale proceeds and conduct joint management with Macquarie, major shareholder Align Partners Asset Management emphasized the need for fair and stringent procedures to ensure general shareholders do not suffer losses. On the 20th, Align Partners announced its position regarding the Gabia tender offer, stating that fair procedures to protect ordinary shareholders' interests and maximize overall shareholder value must be implemented. Align Partners plans to send a public shareholder letter containing these points to the Gabia Board of Directors in the near future. According to the Financial Supervisory Service’s DART system on this day, DCK Investment, a special purpose company (SPC) established by Macquarie Asset Management, will conduct a public tender offer for all outstanding common shares of Gabia, aiming for delisting, until September 17. The tender offer price is set at 48,000 won per share, which is 41.6% higher than the closing price of 33,900 won on July 16, the last trading day before the announcement. The shares targeted for purchase comprise 73.1% of the issued stock, excluding stakes held by the largest shareholder and treasury shares. This transaction consists of a share purchase agreement to acquire stakes from Gabia's co-CEO and largest shareholder Kim Hongguk and others, along with a simultaneous public tender offer to ordinary shareholders. The largest shareholder plans to reinvest the sale proceeds, net of taxes, in order to retain management control alongside Macquarie going forward. Align Partners, holding a 14.3% stake in Gabia, pointed out, “This transaction is, in effect, a going-private deal led by the controlling shareholder and constitutes a case with high risk of structural conflict of interest. More stringent procedures than a typical third-party M&A are required to protect the interests of general shareholders.” In particular, Align criticized the Board for only passively reviewing whether the proposed tender offer price is reasonable. Align stated, “Under the revised Commercial Act, directors are required to fulfill their fiduciary duties to shareholders. The Ministry of Justice's 'Guidelines for Directors' Conduct in Corporate Reorganizations' also instruct directors to comprehensively consider alternatives and pursue the most favorable approach for the company and its shareholders. The Board of Directors must confirm the possibility of a higher price or more favorable terms, ensure that alternatives are not foreclosed, and strive to maximize shareholder interests.” This is the focus of the public shareholder letter that Align will submit to Gabia's Board of Directors. Align is demanding public explanations to all shareholders on the following points: whether the Board is actively seeking alternative potential buyers who may offer better terms; whether the fairness of the tender offer price is being independently verified; whether an independent special committee has been formed and expressed opinions regarding the tender offer; and whether the process for providing information to the buyer and managing conflicts of interest is transparent. In addition, Align called for the prompt implementation of any missing procedures among these requirements. Align has requested that Gabia publicly announce an official position regarding these matters by July 31. If Gabia fails to provide a satisfactory response, Align will actively consider various follow-up actions permitted under the Commercial Act and the Capital Markets Act. Changhwan Lee, CEO of Align Partners, stated, “In transactions with a high risk of structural conflict of interest, only after the Board of Directors has made sufficient efforts can the deal be said to be the best choice for all shareholders. This transaction will serve as an important precedent, demonstrating what role the Board must play to maximize the value of all shareholders in going-private transactions under the Ministry of Justice's guidelines.”
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