[Edaily Reporter Kim Kyung-eun ] GABIA, Inc.(079940) The battle between Macquarie Asset Management and activist fund Align Partners Asset Management over the tender offer continues. After Macquarie refuted Align’s valuation by emphasizing the appropriateness of the tender offer price, Align countered by arguing that the issue lies not with the tender offer price but with the board of directors at GABIA, Inc.

Align Partners issued a statement on the 24th, stating, “The valuation analysis of GABIA, Inc. mentioned by Macquarie in its press release today was intended to explain the issue of GABIA, Inc.’s enterprise value being discounted in the market due to factors such as its dual-listing structure,” and added, “It was not prepared to assess the appropriateness of the current tender offer price or to suggest that the tender offer price is too low.”

They further emphasized, “Neither in the press statement released regarding this tender offer nor in the open Seohan sent to GABIA, Inc.’s board of directors did we ever claim that the tender offer price was excessively low,” adding, “We have not criticized Macquarie itself.”

Earlier that morning, Macquarie issued a statement addressing the controversy over GABIA, Inc.’s tender offer price, explaining that it “reflects a meaningful premium above past transaction prices.”

However, Align pointed out that the core issue of this tender offer is not the price but the transaction procedure.

Align explained, “The subject of our concerns is not Macquarie or the terms of the tender offer itself, but rather GABIA, Inc.’s board of directors, which is reviewing this transaction,” adding, “We have consistently requested that the board faithfully implement procedural measures to maximize value for all shareholders in accordance with the amended Commercial Act and the Ministry of Justice’s guidelines.”

In particular, it pointed out that since this transaction is structured so that the existing controlling shareholder retains management control through a roll-over even after the transaction, there are concerns about a conflict of interest between minority shareholders and the controlling shareholder. Accordingly, Align maintains that an independent and fair review process is necessary in accordance with the directors’ fiduciary duty and the principle of protecting the interests of all shareholders under the amended Commercial Act.

To this end, Align sent an open Seohan to GABIA, Inc.’s board of directors on the 21st, requesting: △ the establishment of an independent special committee; △ an independent verification of the fairness of the tender offer price; and △ the introduction of a “market check” or “go-shop” procedure.

Align emphasized, “This is not a demand for a specific tender offer price or a predetermined conclusion, but rather an effort to verify, through an independent and diligent market review, whether this transaction is the best option for all shareholders and to fully examine the possibility of superior transaction terms.”

Furthermore, the company stated, “Since Macquarie announced in a press release today that it respects the company’s independent and fair review process, we expect the GABIA, Inc. Board of Directors to also respect our efforts to pursue measures that ensure procedural fairness—such as a Market Check or Go-Shop—to maximize shareholder value,” He added, “If these procedures confirm that this transaction is indeed the most advantageous for all shareholders, it will not only enhance the legitimacy of the transaction but also serve as an opportunity to further strengthen the trust of the market and all shareholders.”