Gabia, a cloud and IT infrastructure company, is proceeding with a delisting process through a tender offer conducted by Macquarie Asset Management at 48,000 KRW per share from May 21 to September 17. Macquarie will acquire a 24.4% stake from co-CEO Kim Hong-guk and special related parties, then purchase remaining shares from public shareholders at the same price to convert Gabia into a private company. The transaction aims to resolve the dual-listing structure and simplify the corporate hierarchy, marking the first case in the Korean market where a parent company is being delisted instead of its subsidiaries. Gabia currently owns multiple listed subsidiaries on KOSDAQ including KINX (internet data center business), SP Soft, and Xgate, plus several unlisted affiliates such as Gabia CNS, Nolmungshuimung, and Whois. Activist funds Align Partners (holding 14.3% stake) and Merry Capital Management (holding 24.2% stake) have publicly opposed the tender offer, citing undervaluation and procedural concerns.
Macquarie Acquires 24.4% Stake from CEO Kim Hong-guk
Macquarie Asset Management will acquire a 24.4% stake from Gabia co-CEO Kim Hong-guk and special related parties at 48,000 KRW per share. The tender offer runs from May 21 to September 17, targeting all publicly held shares at the same price. Kim and related parties will reinvest the proceeds to engage in joint management with Macquarie after the transaction. Gabia and Macquarie stated the tender offer purpose as "resolving dual-listing and simplifying the listing structure."
Align Partners and Merry Capital Oppose Tender Offer Price
Align Partners, holding 14.3% of Gabia shares, issued a statement on May 20 demanding official responses from Gabia's board by May 31. The fund requested exploration of potential acquirers offering better terms, verification of tender offer price fairness, establishment of an independent special committee, and explanations regarding information provision processes and conflicts of interest. Align Partners characterized the transaction as "substantially a going-private deal by controlling shareholders" with significant structural conflict-of-interest concerns, requiring stricter procedures than typical third-party M&A transactions.
Merry Capital Management, holding 24.2% of Gabia shares and over 15% of KINX shares, released a public letter on the same day directly criticizing the tender offer price as excessively low. Merry Capital stated, "The tender offer price significantly undervalues Gabia's corporate value," claiming that "the share price should be at least 66,200 KRW considering global peer company transaction multiples."
Gabia Becomes First Parent Company Delisting Case in Korean Market
The investment banking industry evaluates this transaction as the first case of resolving dual-listing structure through parent company delisting. While delisting or merging subsidiaries is commonly discussed, Gabia chose a different approach. The decision was interpreted as considering that Gabia, already trading at a discount as a holding company with multiple listed subsidiaries, would incur relatively lower tender offer costs and could keep open the possibility of future IPOs for other affiliates.
An investment banking industry official stated, "Mid-sized companies and KOSDAQ-listed firms have been actually reviewing this transaction structure even before guideline announcements," adding, "Since financial authorities place importance on procedural legitimacy regarding whether minority shareholders were sufficiently persuaded during the delisting process, the tender offer price and decision-making process will be key."
FAQ
Q: What price is Macquarie offering for Gabia stocks in the tender offer?
A: Macquarie Asset Management is conducting a tender offer at 48,000 KRW per share from May 21 to September 17, targeting both the 24.4% stake from co-CEO Kim Hong-guk and all publicly held shares.
Q: Why are activist funds opposing Gabia's delisting?
A: Align Partners (14.3% stake) and Merry Capital (24.2% stake) oppose the tender offer, with Merry Capital claiming the fair value should be at least 66,200 KRW per share based on global peer multiples, and Align Partners raising procedural concerns about conflicts of interest in what they characterize as a going-private transaction by controlling shareholders.
