DCK Investment Files Tender Offer Statement for Gabia at 48,000 KRW per Share, Targeting Up to 73.1% Stake
DCK Investment has officially filed a tender offer to acquire up to 9,805,505 shares or 73.1% of Gabia's outstanding shares at 48,000 KRW per share, aiming for delisting and complete subsidiary status. This represents a 41.6% premium over the previous closing price of 33,900 KRW.
The tender offer is conditional on a minimum of 3,267,629 shares or 24.3% being tendered. DCK has also signed a stock purchase agreement with major shareholder Kim Hong-kook and two others to acquire their 3,270,248 shares at the same price. The sellers will reinvest part of the proceeds into DCK shares and participate in management via a shareholder agreement.
Total required funds are approximately 471.8 billion KRW, with 94.4 billion KRW from equity and 377.4 billion KRW borrowed from Mirae Asset Securities at a fixed 5.60% interest rate for 9 months, secured by the acquired Gabia shares.
Gabia executed an interest cancellation of 115,000 shares in 2025 and held 344,931 treasury shares as of the filing date. As of end-2025, retained earnings stood at 83.1 billion KRW on a separate basis, while consolidated revenue was 335.7 billion KRW and operating profit 40.5 billion KRW.
Activist fund Align Partners and other shareholders have previously demanded tender offers and governance improvements, raising potential controversy over the fairness of the offer price and protection of minority shareholders during the delisting process.
[AI Summary]This Macquarie Group-led tender offer provides a 41.6% premium but risks depriving minority shareholders of long-term upside through delisting. High debt reliance creates financial burden, but reinvestment by existing major shareholders and management involvement suggest a stable ownership transition.