Macquarie bids ₩627.5B for Korea's Gabia in take-private hinged on tender offer
What's the deal? Macquarie Asset ManagementDealroom has a profile for this one. Try Dealroom → is acquiring IT infrastructure firm GabiaDealroom has a profile for this one. Try Dealroom → and plans to take it private, in a deal valued at up to ₩627.5 billion. Macquarie's special purpose vehicle, DCK Investment, signed a share purchase agreement to buy a 24.4% controlling stake (3,270,248 shares) from Gabia's largest shareholder and related parties at ₩48,000 per share.
How is it structured? Macquarie is simultaneously running a tender offer for the remaining 73.1% (9,805,505 shares) at the same price, running until September 17. Securing all outstanding shares would cost up to ₩470.7 billion via the tender offer alone.
What's the catch? The deal hinges entirely on the tender offer. Macquarie set a minimum threshold of 24.3% (3,267,629 shares); if participation falls short, both the tender offer and the controlling-stake SPA collapse.
Who holds the cards? Gabia's ownership splits between the top shareholder and related parties (24.4%), second-largest shareholder Miri Capital (24.2%), Align Partners (14.3%), treasury stock (2.6%), and minority shareholders (34.6%). Align has refused to participate, arguing the ₩48,000 price undervalues the company.
Why now? Gabia had faced pressure from activist fund Align Partners. But Align's 14.3% alone cannot block Macquarie's 24.3% minimum, according to market observers.
What could go wrong? If Gabia's share price rises above ₩48,000, minority shareholders lose the incentive to tender. The stock jumped to its daily limit after the news broke and touched ₩47,550 in intraday trade, just below the offer price.
Tax rules add friction. Individuals tendering face a 22% capital gains levy plus a 0.35% securities transaction tax, versus tax exemption and a lower 0.20% rate for on-market sales.
Can Align stop it? Not easily. Because the transaction involves chief executive officer Kim Hong-kook and other existing owners selling existing shares — not a new share issuance — it is not subject to the injunctions typically used in Korean control disputes.
The signal: The outcome will be decided by whether Miri Capital, which bought its stake in May 2023, and minority holders tender. Succeed at the minimum, and Macquarie controls 48.7% of Gabia. "The ₩48,000 tender price could be attractive enough for ordinary investors," one financial industry official said.
Read more: Edaily
Image credit: Generated with Gemini
