Cloud and IT infrastructure firm Gabia's controlling shareholder CEO Kim Hong-guk is pursuing voluntary delisting via a tender offer led by Macquarie Asset Management, but the transaction structure has drawn scrutiny. Macquarie's special purpose vehicle DCK Investment disclosed on July 21 a tender offer to acquire up to 73.1% of Gabia shares at 48,000 KRW per share by September 17 — a 41.6% premium over the July 16 closing price of 33,900 KRW. CEO Kim agreed to sell his entire 24.37% stake at the same price but will reinvest most proceeds into DCK Investment and retain board membership plus veto rights over major decisions at the holding company level. The arrangement allows Kim to maintain de facto control post-delisting despite exiting as a listed-company shareholder, raising conflict-of-interest concerns under South Korea's Commercial Act Article 382-3, which mandates directors act in the interest of all shareholders. Gabia's board has not issued a fairness opinion on the transaction.
Macquarie Tender Offer Sets 48,000 KRW Price with 41.6% Premium
According to the Financial Supervisory Service electronic disclosure system on July 21, DCK Investment — a special purpose vehicle established by Macquarie Asset Management — will purchase up to 9,805,505 Gabia common shares (73.1% of outstanding shares) at 48,000 KRW per share through September 17. The offer price represents a 41.6% premium over the July 16 closing price of 33,900 KRW, a 56.0% premium over the one-month weighted average price, and a 53.9% premium over the three-month average. The premium is 18.2 percentage points higher than the average 23.4% premium in 19 completed or pending delisting tender offers since 2023. The tender offer aims to convert Gabia into a wholly owned subsidiary following voluntary delisting. If tendered shares fall below the minimum threshold of 3,267,629 shares (24.3% of issued shares), the tender offer will be canceled and the stock purchase agreement with CEO Kim will automatically terminate.
CEO Kim Reinvests Sale Proceeds and Retains Veto Rights in Holding Company
CEO Kim Hong-guk and affiliated family members signed a stock purchase agreement to sell their entire 3,270,248 shares (24.37% stake) to DCK Investment at the same 48,000 KRW price, generating 156.9 billion KRW in proceeds. Under a separate shareholders' agreement, Kim will reinvest most proceeds after taxes into DCK Investment equity. Post-delisting, Kim will remain on Gabia's board of directors, retain management control, and secure the right to nominate one outside director. At the DCK Investment holding company level, the five-member board will be split between Macquarie's parent entity (TBLK Holdings) and Kim based on equity stakes, but major business decisions require unanimous approval from directors nominated by both parties. This structure grants Kim effective veto power over key decisions at the holding company level. While minority shareholders receive 48,000 KRW and exit, Kim maintains existing control through board retention and veto rights despite formally selling his listed-company stake. Macquarie Asset Management effectively acts as a white knight defending Kim's management rights.
Gabia Board Issues No Fairness Opinion Despite Ministry Guidelines
South Korea's Commercial Act Article 382-3 imposes fiduciary duties on directors to act in the interest of all shareholders and treat shareholders equitably, separating ownership (controlling shareholder) from management (board of directors). The Ministry of Justice's "Guidelines on Director Conduct in Corporate Restructuring" distinguishes between going-private transactions led by controlling shareholders versus pure third parties. When controlling shareholders lead delisting, information asymmetry and conflicts of interest heighten the risk of unfair terms, whereas third-party-led deals pose less concern. Although Gabia's tender offer is formally led by third-party Macquarie, Kim's reinvestment of sale proceeds and veto rights at the holding company level classify the transaction as a "controlling-shareholder-led" going-private deal under the guidelines. The guidelines recommend boards submit fairness opinions, establish special committees independent of controlling shareholders, and verify pricing through external experts. Gabia's board has not submitted a fairness opinion. When asked about the absence of a fairness opinion and the board review process, Gabia stated it is "difficult to provide a clear answer at this time" and will respond once an official position is determined.
Align Partners Demands Independent Valuation by July 31
Align Partners, Gabia's third-largest shareholder with a 14.3% stake, announced it will send a public shareholder letter to Gabia's board demanding adherence to fair procedures. Align characterizes the transaction as a going-private deal in which the controlling shareholder reinvests sale proceeds to jointly maintain management rights with Macquarie PE, despite the outward appearance of a third-party tender offer. Align demands the board publicly disclose whether it conducted an independent search for alternative buyers, verified pricing adequacy, formed a special committee, and implemented conflict-of-interest management procedures. Align has previously argued Gabia is undervalued relative to intrinsic value due to subsidiary KINX's worth and dual-listing structure, asserting the tender price cannot be deemed maximum shareholder value merely because it includes a premium over market price. Align Partners CEO Lee Chang-hwan emphasized the board has a duty to confirm whether more favorable alternatives exist and maximize shareholder value. Align requested the board issue an official statement by July 31 and stated it will consider follow-up measures under the Commercial Act and Capital Markets Act if the response is insufficient.
FAQ
What is the deadline for Gabia's Macquarie tender offer?
Macquarie's special purpose vehicle DCK Investment will accept tenders for Gabia shares through September 17 at 48,000 KRW per share.
Why did Align Partners demand an independent review by July 31?
Align Partners, holding 14.3% of Gabia, requested the board publicly disclose by July 31 whether it verified pricing adequacy and explored alternative buyers, citing conflict-of-interest concerns under South Korea's Commercial Act Article 382-3.
