[Edaily Reporter Kim Kyung-eun ] Align Partners Asset Management announced on the 31st that it had filed a petition with the Financial Supervisory Service regarding Macquarie Asset Management’s tender offer for GABIA, Inc.(079940). The company argued that requiring general shareholders to decide whether to accept the tender offer without the full disclosure of important information in the tender offer statement is inconsistent with the Capital Markets Act.

Align Partners submitted a petition to the Financial Supervisory Service on the 30th, requesting that the regulatory authority require additional disclosures through a corrective announcement, as the tender offer statement did not sufficiently disclose the information necessary for retail shareholders to make informed investment decisions. The subject of the petition is the tender offer for GABIA, Inc. currently being conducted by DCK Investment, a special purpose company (SPC) established by a Macquarie affiliate.

Align argued that the structure of this transaction poses a potential conflict of interest between major shareholders and general shareholders. It explained that while the major shareholders are selling their entire stake (24.37%) at the tender offer price of 48,000 won per share, they will reinvest most of the after-tax proceeds into common stock issued by the tender offeror, thereby retaining their effective stake and management control over GABIA, Inc. On the other hand, Align emphasized that since minority shareholders who sell their shares at the same price would be unable to participate in future increases in the company’s value, more comprehensive information must be disclosed to facilitate informed investment decisions.

Align pointed out that the biggest issue with the tender offer statement is the omission of information regarding the data center project currently being pursued with Macquarie. GABIA, Inc. has established a joint venture with Macquarie called “CoreHub” to pursue a 40-megawatt (MW) data center project in Ansan worth approximately 600 billion won. Long-term plans include building a hyperscale data center platform with a capacity of over 100 MW at key locations across the country. KINX, a subsidiary of GABIA, Inc., is set to handle the design, construction, and operation (DBO) of this project.

They also pointed out that the value of the Gwacheon data center operated by KINX was not properly reflected. According to KINX’s investor relations (IR) materials from June of this year, the sale of the Gwacheon data center’s total capacity was recently completed, and full occupancy is scheduled for 2028. Consequently, while revenue and profits are expected to grow gradually, the tender offer statement did not include information on projected profit and loss or the enterprise value assessment based on those figures.

They also demanded that plans following the tender offer be disclosed in greater detail. The current tender offer statement states that delisting procedures—including a comprehensive stock swap, the acquisition of all shares held by minority shareholders, and a stock consolidation—may be carried out. They explained that the actual implementation plan is unclear and that whether KINX, a major subsidiary, will remain listed has not been disclosed.

They also argued that the economic terms of the reinvestment agreement between the major shareholder and Macquarie should be disclosed. Align urged that any contractual terms affecting the major shareholder’s economic interests—such as earn-outs, waterfall distribution structures, drag-along and tag-along rights, and IPO rights—be disclosed so that common shareholders can assess the appropriateness of the tender offer.

Lee Chang-hwan, CEO of Align, stated, “Shareholders who participate in the tender offer are making a decision to forgo the company’s potential future value appreciation in exchange for cash,” adding “Therefore, key information necessary for shareholders to decide whether to participate—such as the major terms and future plans for the joint data center venture with Macquarie; projected profits and losses following the completion of occupancy at the Gwacheon data center and the resulting corporate valuation; specific delisting plans and whether major subsidiaries will remain listed; and the major reinvestment conditions of the major shareholder—constitutes core information,” he said.

He continued, “This petition is not intended to oppose the tender offer itself, but rather is a request to supplement the contents of the tender offer statement so that all shareholders can make decisions based on sufficient and balanced information,” adding, “We expect the Financial Supervisory Service to thoroughly review the adequacy and completeness of the relevant disclosures.”