[Edaily Reporter Kim Kyung-eun ] On the 19th, Align Partners Asset Management demanded that an extraordinary general meeting of shareholders be convened to strengthen the independence of the board of directors, arguing that the intrinsic value per share of GABIA, Inc.(079940)significantly exceeds the tender offer price proposed by Macquarie Asset Management.

Align Partners announced that it had sent a Seohan to GABIA, Inc.’s board of directors the previous day, requesting the convening of an extraordinary general meeting of shareholders in accordance with the Commercial Act. The agenda items for the extraordinary shareholders’ meeting are: △ a partial amendment to the articles of incorporation to increase the number of directors from the current “3 or more, but no more than 5” to “3 or more, but no more than 7”; △ the appointment of Kwak Jun-ho and Cho Seong-mun as independent directors; and △ the appointment of Eom Tae-hyun as a non-executive director.

Align Partners calculated GABIA, Inc.’s intrinsic value per share at 79,900 won, up from 65,400 won. This is 36–66% higher than the current tender offer price of 48,000 won per share.

To calculate the intrinsic value, the Sum-of-the-Parts (SOTP) method was applied, which involves determining the individual values of each component of the company’s value based on the recently disclosed semi-annual report and then aggregating them. The value of KINX, the core subsidiary, was calculated by applying the market multiples of overseas data center companies INICS Corporation and Digital Realty, as well as the multiples from five global data center-related mergers and acquisitions (M&A) transactions since 2021.

The firm explained that a conservative approach was taken in this valuation. Although all tenant leases for the Gwacheon data center have been finalized, given that the current occupancy rate is approximately 50%, the firm used estimated 2027 earnings based on limited publicly available information rather than projected 2029 earnings. The valuation also did not reflect the business value of the design, build, and operate (DBO) projects for the Ansan and Siheung data centers, which are reportedly currently underway. Furthermore, no control premium was separately added for the company’s equity stakes in AXGATE Co., Ltd. and SPSoft Inc.

This marks the first time Align Partners has independently calculated and disclosed GABIA, Inc.’s intrinsic value since the start of the tender offer. The request to convene an extraordinary general meeting is based on the assessment that the independence of GABIA, Inc.’s board of directors was not sufficiently ensured during the tender offer process.

According to Align Partners, GABIA, Inc. and Macquarie signed a non-disclosure agreement (NDA) on April 25. Following this, Anjin Accounting Firm conducted a financial due diligence review over a total of 19 days. However, Align Partners explains that there was no board resolution or prior report regarding the provision of materials.

It is reported that the parties to the transaction—Co-CEOs Kim Hong-guk and Won Jong-hong—stated to the board after the tender offer process began that they “proceeded through a separate internal approval process to maintain internal security.” Critics point out that the entity responsible for this approval process, its legal basis, and the scope of the materials provided were not disclosed.

In a reply sent to Align Partners on the 7th, GABIA, Inc.’s board of directors stated that directors with no conflict of interest with the company first became aware of the specific details of the transaction at the time the tender offer statement was filed. In response, Align Partners argued that for approximately three months—from the signing of the NDA to the execution of the share purchase agreement—directors other than the two co-CEOs were unable to verify the specific details of the transaction. Critics point out that this response by the board of directors fails to adequately protect the interests of all shareholders.

Lee Chang-hwan, CEO of Align Partners, said, “We determined that, given the current composition of the board of directors, it is difficult to expect proper fulfillment of the fiduciary duty to all shareholders regarding this tender offer and the potential corporate restructuring that may follow; therefore, we have requested the convening of an extraordinary general meeting of shareholders.”

Align Partners has demanded that GABIA, Inc. disclose by the 25th whether an extraordinary general meeting will be convened and, if so, the scheduled date, and that it clarify the board’s position on the tender offer procedures and the results of the valuation by the 2nd of next month. If the board fails to proceed with the convening process without delay following the request, Align Partners may convene an extraordinary general meeting with court approval pursuant to Article 366 of the Commercial Act.