[Edaily Reporter Kim Kyung-eun ] On the 24th, Macquarie Asset Management Group addressed the controversy surrounding the tender offer price for GABIA, Inc.(079940), explaining that “the price reflects a meaningful premium above past trading prices.” This directly refuted the claims made by activist funds Align Partners Asset Management and Miry Capital, which had demanded an increase in the tender offer price.

Macquarie Asset Management made this statement in a press release issued that day, explaining, “We determined the price based on our experience and expertise in global digital infrastructure investments.”

Previously, on the 20th, Macquarie announced that it would conduct a tender offer at 48,000 won per share to acquire GABIA, Inc. and pursue a voluntary delisting. The tender offer price is 41.6% higher than the previous closing price and 56.0% higher than the average share price over the past month.

However, the following day, Align Partners sent a Seohan to GABIA, Inc.’s board of directors, demanding negotiations to raise the tender offer price. They argued that while the transaction appears to be a third-party tender offer, the structure—in which the controlling shareholder reinvests the proceeds from the sale to retain management control after the transaction—means that the interests of all shareholders must be maximized.

Macquarie countered, stating, “This tender offer was pursued to provide all shareholders with a meaningful premium and a definitive opportunity for liquidity,” adding, “As an infrastructure investment manager that takes a long-term perspective, we conduct valuations that reflect the company’s long-term intrinsic value rather than relying on typical transaction multiples.”

The company explained that the tender offer price was not based solely on the stock price but was calculated by comprehensively reflecting factors such as: △ analysis of historical market prices; △ analysis of transaction prices for the target company; △ analysis of premium rates from similar tender offers; △ analysis of relative valuation metrics; △ analysis of tender offer prices from the target company’s past tender offers; and △ analysis of the per-share transaction price levels specified in the share purchase agreement.

In particular, it pointed out that the value of the subsidiary KINX calculated by Align was excessive.

Macquarie noted, “Align valued KINX by applying a multiple of 21.3x to the projected EBITDA (earnings before interest, taxes, depreciation, and amortization) following the ramp-up of the Gwacheon data center,” adding, “This is a level rarely seen among global peer companies or similar transaction cases.” It further emphasized, “If we reflect the value of the subsidiary based on GABIA, Inc.’s standalone figures, the current tender offer price amounts to 12.9 times standalone EBITDA—a premium that significantly exceeds the industry average of 7.6 times.”

The company also refuted an analysis by Miry Capital, which had set GABIA, Inc.’s fair share price at 66,200 won, arguing that the calculation method contained errors.

Macquarie argued, “While using consolidated EBITDA, they failed to reflect the value of non-controlling interests in the enterprise value (EV),” adding, “If this is factored in, 66,200 won corresponds to an EV/EBITDA multiple of 18x; applying a multiple of 12x would result in a fair share price of approximately 25,000 won.” Macquarie further explained, “Even when calculated using this method, the tender offer price of 48,000 won represents an EV/EBITDA multiple of 15,” noting that “this is higher than the 12x multiple claimed by Miry Capital and also exceeds the average valuations on the KOSPI and KOSDAQ markets.”

Macquarie noted that even prior to the tender offer, the market had valued GABIA, Inc. at a consolidated price-to-earnings ratio (PER) of 26x and a price-to-book ratio (PBR) of 2.5x. The firm emphasized that the current tender offer price reflects a valuation of 37x PER and 3.6x PBR.

A Macquarie official added, “The price of this tender offer was determined based on Macquarie Asset Management Group’s long-standing investment experience in the global digital infrastructure and IT sectors, as well as its rigorous investment review process,” and continued, “We aim to provide all shareholders with a meaningful premium and a clear opportunity for liquidity, while also laying the groundwork for GABIA, Inc. to pursue growth from a longer-term perspective in an unlisted environment.”