Align also joins as a seller... Macquarie to acquire Gabia and KINX together [fn Market Watch]

[Financial News]  Macquarie Asset Management Group is teaming up with major shareholders, including Align Partners, to acquire Gabia and its subsidiary KINX. It will acquire shares held by management and major investors, while also giving ordinary shareholders the opportunity to cash out their investments at the same price. The deal structure aims to resolve both differences in shareholder interests and the issue of dual listings by delisting the parent and subsidiary at the same time.
According to Macquarie Asset Management Group on the 28th, Macquarie Asia-Pacific Infrastructure Fund 4 (MAIF4) has signed share purchase agreements with Gabia’s management and major shareholders of both companies, including Align Partners, Miri Capital and Gumshoe Capital. The purchase price per share is 53,000 won for Gabia and 190,000 won for KINX.
What stands out is that major investors, including Align, have joined as sellers. By agreeing on the sale terms with major shareholders, rather than limiting the deal to acquiring management’s stake, Macquarie has broadened the basis for pursuing the acquisition.
The acquisition itself covers both Gabia and KINX. In addition to securing control of the subsidiary through its control of Gabia, the deal gives KINX shareholders the opportunity to sell their shares directly. Once both companies have been delisted, the transaction could resolve the parent-subsidiary dual-listing structure, which has been cited as a factor in the discount to their corporate value.
The purchase of major shareholders’ stakes is linked to tender offers for ordinary shareholders. An acquisition special purpose company (SPC) established in Korea by MAIF4 plans to launch tender offers for both companies, subject to the fulfillment of conditions precedent, including government approval. The offers will be made at the same prices as those specified in the share purchase agreements with major shareholders, and the company does not plan to set a cap on the number of shares it seeks to buy.
The acquisition of major shareholders’ stakes is expected to be completed in coordination with the tender-offer process, around the time it closes. The plan is to secure shares from ordinary shareholders as well by offering the same sale price per share, and then proceed with delisting.
In particular, Gabia’s management will remain involved in the business after the sale. They have agreed to reinvest by contributing some of the shares covered by the deal to the acquisition SPC in kind. Under this arrangement, management will remain an investor in the acquisition vehicle and share with Macquarie in the gains from increasing the companies’ value.
Macquarie has previously invested in LG CNS, the Hanam data center and CoreHub, a data center platform, in Korea. It plans to expand its digital infrastructure business by combining the technological and operational capabilities of Gabia and KINX with its capital and global investment experience.
However, hurdles to completing the deal remain. MAIF4, a foreign investor, must obtain the necessary government approvals, including a security review related to foreign investment and merger approval from Merger Review. The parties have agreed on acquisition terms with major shareholders, but the tender-offer schedule, the final size of the stake to be secured and whether the companies will be delisted will only be confirmed after subsequent procedures.
A source in the investment banking industry said, “The key point of this deal is that, in addition to agreeing on a price with major shareholders, it also provides an exit opportunity for ordinary shareholders of the subsidiary.” The source added, “In the upcoming tender offers, the terms of management’s reinvestment and the specific steps leading to delisting will be key points to watch.”  


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