DCK Investment Announces Tender Offer for Gabia at 48,000 Won Per Share, Aiming for Delisting and Full Ownership
DCK Investment, a special purpose vehicle established by Macquarie Group, has filed a tender offer to acquire up to 9,805,505 shares of Gabia, representing 73.1% of total outstanding shares, at 48,000 won per share. This represents a 41.6% premium over the recent closing price of 33,900 won.
The offer is conditioned on a minimum of 3,267,629 shares (24.3%) being tendered. DCK Investment has already signed a share purchase agreement with the largest shareholder Kim Hong-kuk and two others to acquire their 3,270,248 shares at the same price. Under the agreement, they will reinvest part of the proceeds into DCK Investment's common shares and participate in management through a shareholders' agreement.
The purpose of the tender offer is to voluntarily delist Gabia and make it a wholly owned subsidiary of DCK Investment. This aims to eliminate the dual-listed structure, streamline decision-making, and focus on long-term growth strategies. Any remaining shares after the offer will be acquired through subsequent procedures such as share exchanges.
The total funds required for the tender offer amount to approximately 471.8 billion won, financed by 94.4 billion won in equity and 377.4 billion won in borrowing from Mirae Asset Securities. The loan carries a fixed annual interest rate of 5.60% with a 9-month maturity, secured by all acquired Gabia shares.
Gabia conducted a share cancellation of 115,000 shares in 2025 and held 344,931 treasury shares as of the filing date. The company's separate financial statements as of end-2025 show retained earnings of 83.1 billion won, and consolidated revenue of 335.7 billion won with operating profit of 40.5 billion won.
Some shareholders including Align Partners Asset Management have previously demanded corporate governance improvements, so controversy may arise regarding the fairness of the offer price and protection of minority shareholders in the delisting process.
[AI Summary]The Macquarie-led tender offer provides a 41.6% premium but carries delisting risk for minority shareholders who may lose long-term investment opportunities. High reliance on debt financing poses financial burden, but the incumbent largest shareholder's reinvestment and continued management participation suggest a stable ownership transition.