Align Draws a Line Under the Price Debate: "The Ball Is Now in Gabia's Board's Court" [Financial News Market Watch]

[Financial News]  The debate surrounding Gabia's tender offer is shifting from price to process. In response to Macquarie Asset Management's emphasis on the fairness of the tender offer price, Align Partners said, "The issue is not price, but the board's review process," reframing the discussion.
On the 24th, Align Partners said in a statement, "Our previous valuation was only intended to explain why Gabia was being discounted in the market due to its dual-listing structure and other factors. It was not an analysis meant to argue that the tender offer price was too low." Align also drew a clear line, saying it had never claimed the price in this tender offer was excessively low or criticized Macquarie Asset Management.
Align reiterated that its concern is not the terms of the tender offer itself, but the Gabia board that is reviewing the transaction.
It explained that the deal could create a conflict of interest with minority shareholders, since the controlling shareholder would retain management control by reinvesting even after the transaction.
Accordingly, Align reaffirmed its position that shareholder-value maximization should begin with a verification process in line with the revised Commercial Act's duty of loyalty for directors and the Ministry of Justice's guidelines on corporate restructuring. That process should include forming an independent special committee, reviewing the fairness of the tender offer price, conducting a market check, and running a go-shop process to seek additional bidders.
In particular, Align explained that "this is not about demanding a specific price increase or a predetermined conclusion, but about determining whether better deal terms exist through an independent review and market testing."
Align said it expects no objection from Gabia's board to pursuing a market check and a go-shop process to see whether better terms are available, given that Macquarie Asset Management said earlier in the day that it "respects an independent and fair review process."
Meanwhile, the investment banking industry sees the statement as largely an attempt to shift the focus away from the controversy over the tender offer price and toward procedural legitimacy. Analysts say the key variable in the transaction will ultimately be whether Gabia's board actually launches an independent review process, rather than the price itself.
An investment banking industry official said, "The essence of this dispute is not the tender offer price, but a first test case for how far the board must go in protecting minority shareholders after the revised Commercial Act takes effect." The official added, "Whether Gabia's board actually activates an independent market review process could emerge as the biggest variable in this deal." 


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