According to investment banking (IB) industry sources on the 4th, Macquarie acquired a 24.4% stake (3,270,248 shares) held by GABIA, Inc.’s largest shareholder and related parties last month at 48,000 won per share, and is currently conducting a tender offer for the remaining 73.1% stake (9,805,505 shares) at the same price through September 17. Macquarie has agreed to terminate all existing share purchase agreements (SPAs) if it fails to secure at least 24.3% (3,267,629 shares) of the total issued shares through the tender offer. In effect, the outcome of the tender offer will determine the future of management control.
Following the launch of Macquarie’s tender offer, Align—GABIA, Inc.’s third-largest shareholder—submitted a petition to the Financial Supervisory Service (FSS) on the 30th, urging a corrective disclosure regarding the tender offer statement. The reason cited was that key information necessary for shareholders to make an informed decision on whether to participate was omitted from the statement.
Align viewed the structural conflict of interest between the major shareholder and minority shareholders as significant. It pointed out that while the major shareholder is ostensibly selling its stake at the same price as the tender offer, it will reinvest the after-tax proceeds into the tender offeror’s common stock to retain management control and future business performance. Align argued that this creates a disparity between the actual benefits enjoyed by the major shareholder and those received by minority shareholders, who will only receive cash and lose their shareholder status.
In addition, Align highlighted the following key points: △Key details regarding the 600 billion won data center project currently being pursued as a joint venture between Macquarie and GABIA, Inc. △ Projected profit and loss and corporate valuation following the completion of KINX’s move into the Gwacheon data center, a key subsidiary △ Specific delisting plans following the tender offer and whether the subsidiary KINX will remain listed △ Corrected disclosures regarding economic transaction terms between the major shareholder and Macquarie, such as earn-outs and waterfall distributions.
In response, Macquarie immediately refuted the claims, stating, “There is no material information required by law that was not disclosed in the tender offer statement.” The company maintains that no material information was omitted and, on the contrary, the items requested by Align are either information that cannot be disclosed under the Capital Markets Act or information that could mislead shareholders.
Regarding the issue of structural conflicts of interest with major shareholders raised by Align, Macquarie stated, “We have already clearly stated in the amended disclosure that there are no agreements granting major shareholders preferential additional profit distributions, such as priority dividend rights, priority distribution rights to residual assets, or put options,” adding, “All material information required by law has been fully disclosed.”
Regarding allegations that it failed to disclose information on the data center project and KINX’s projected profits and losses, Macquarie explained, “Forecast information, such as projected profits and losses, is merely an estimate and is not permitted to be disclosed.” It further clarified, “The impact of factors such as an increase in the enterprise value of GABIA, Inc. based on KINX’s utilization rate in Gwacheon also does not meet the criteria for forecast information, so we cannot disclose such information.”
Macquarie also emphasized that there were deficiencies in Align’s previous tender offer statement. Macquarie pointed out, “Looking at the previous tender offer statement filed by Align in November 2025, the purpose was simply stated as ‘enhancing shareholder value,’” adding, “It is a contradiction for Align to claim that Macquarie’s disclosure is insufficient when Macquarie has disclosed sufficient information.”
