Align Partners Asset Management responded on the 24th to Macquarie Asset Management Group's defense of its tender offer price for Gabia stocks, stating that the core issue is not the price or Macquarie itself but rather the procedural fairness of Gabia's board of directors. Align issued the statement after Macquarie justified its 48,000 won per share offer through detailed valuation analysis, emphasizing premiums of 41.6% over the pre-announcement price and 56.0% over the one-month average. The asset manager highlighted structural conflicts of interest between controlling shareholders and minority shareholders due to the controlling shareholder's reinvestment structure post-transaction. Align cited the amended Commercial Act Article 382-3 regarding fiduciary duties and the Ministry of Justice's guidelines on director conduct during corporate restructuring, arguing that the board must protect all shareholder interests through independent verification procedures including market checks or go-shop processes.
Align Partners Demands Independent Board Review and Market Check Procedures
Align Partners clarified in its statement on the 24th that its previous shareholder letters and valuation analyses were intended to highlight corporate value discounts resulting from dual-listing structures, not to criticize the tender offer price or Macquarie directly. The asset manager identified the controlling shareholder's reinvestment structure as the core issue in the transaction, noting that the controlling shareholder's management rights will be maintained after the deal. Align demanded that Gabia's board establish an independent special committee, verify the fairness of the tender offer price, and implement market check or go-shop procedures to test whether superior transaction terms exist in the market. The firm stated these measures align with the amended Commercial Act Article 382-3 on fiduciary duties to directors and shareholders, as well as the Ministry of Justice's guidelines on director conduct during corporate restructuring.
Macquarie Defends 48,000 Won Valuation Against Alternative Assessments
Macquarie issued a detailed statement on the 24th defending its 48,000 won per share tender offer price as appropriate based on global digital infrastructure investment experience and multifaceted analysis. The firm stated the price reflects a 41.6% premium over the pre-announcement share price and a 56.0% premium over the one-month arithmetic average. Macquarie specifically rebutted valuation methods proposed by Align and Merry Capital with numerical analysis. Regarding Align's valuation of KINX subsidiary's Gwacheon data center at approximately 1.36 trillion won using an EBITDA multiple of 21.3x, Macquarie stated this figure significantly diverges from typical transaction multiples observed in global M&A markets and represents unrealistic assumptions compared to KINX competitor valuations of 5-7x and existing market assessments of 12x. Macquarie also identified an error in Merry Capital's calculation of non-controlling interest value in consolidated accounting for its proposed 66,200 won per share figure, stating that correct conversion yields an actual multiple of 18x rather than 12x (approximately 50x PER), which is excessive compared to industry peers. Macquarie stated its 48,000 won offer represents EV/EBITDA of 15x, PER of 37x, and PBR of 3.6x under the same calculation method, reflecting sufficient premium. A Macquarie representative stated the firm respects the company's independent and fair review procedures and plans to support Gabia's long-term growth in a non-listed environment.
Align Leverages Macquarie's Procedural Fairness Statement
Align Partners responded to Macquarie's stated respect for the board's fair review procedures by asserting that Macquarie should therefore also respect the board's implementation of market check or go-shop procedures to ensure procedural fairness. An Align representative stated that since Macquarie declared respect for the board's fair review procedures, the firm expects Macquarie to also respect measures taken by Gabia's board to secure procedural fairness through market checks or go-shop processes. Align added that such reviews are necessary to enhance the legitimacy and credibility of the transaction.
FAQ
What is Align Partners' main concern regarding the Gabia tender offer?
Align Partners stated on the 24th that its core concern is the procedural fairness of Gabia's board of directors, not the tender offer price itself or Macquarie. The asset manager highlighted structural conflicts of interest between controlling shareholders and minority shareholders due to the controlling shareholder's reinvestment structure, demanding that the board establish an independent special committee, verify price fairness, and implement market check or go-shop procedures.
What price did Macquarie offer for Gabia shares and what premiums does it represent?
Macquarie's tender offer price is 48,000 won per share. According to Macquarie's statement on the 24th, this represents a 41.6% premium over the pre-announcement share price and a 56.0% premium over the one-month arithmetic average. Macquarie stated this valuation reflects EV/EBITDA of 15x, PER of 37x, and PBR of 3.6x.
How did Macquarie respond to alternative valuation assessments?
Macquarie issued a detailed rebuttal on the 24th addressing specific valuation methods proposed by Align and Merry Capital. The firm stated Align's KINX data center valuation using 21.3x EBITDA multiple diverges significantly from typical global M&A multiples and competitor valuations of 5-7x. Macquarie also identified calculation errors in Merry Capital's proposed 66,200 won per share figure, stating correct accounting conversion yields an 18x multiple rather than 12x, which is excessive compared to industry peers.
