Macquarie Plans Full Tender Offers for Gabia and KINX, Seeking to Take Both Companies Private

KINX's Gwacheon data center, built at a cost of 160 billion won, is among the key digital infrastructure assets involved in Macquarie's planned acquisition of Gabia and its listed subsidiary KINX. (KINX) Macquarie Asset Management Group is moving to acquire South Korean internet infrastructure company Gabia and its listed subsidiary KINX simultaneously, with plans to take both companies private. Unlike the initial tender offer, which failed in September due to insufficient shareholder participation, the latest deal follows a price agreement with major shareholders, including activist fund Align Partners, with the same terms to be offered to minority shareholders. According to investment banking (IB) industry sources and Align Partners on Oct. 28, Macquarie Asia-Pacific Infrastructure Fund 4 (MAIF4) has signed a share purchase agreement (SPA) with Gabia's management and major shareholders. The acquisition price for Gabia has been raised by approximately 10.4% from the previous offer to 53,000 won, or approximately $39.68, per share. The parties have also agreed to launch a tender offer for all outstanding shares of KINX, which was excluded from the initial transaction, at 190,000 won per share. The key feature of the agreement is its commitment to protecting minority shareholders who could otherwise be excluded during a change of control. Align Partners stipulated that the launch of tender offers for all remaining shares of both companies must be a condition precedent to closing the transaction. Accordingly, Macquarie plans to purchase all shares tendered by minority shareholders at the same prices offered to major shareholders, without imposing a limit on the number of shares accepted. The parent-subsidiary double-listing issue, which arises when both a parent company and its subsidiary are publicly listed, is also expected to be resolved. Taking both Gabia and KINX private would simplify their ownership structure, facilitating long-term investment and faster decision-making. Align Partners CEO Lee Chang-hwan described the agreement as a mutually beneficial model that would guarantee minority shareholders equal opportunities to sell their shares while resolving the double-listing issue. Macquarie intends to continue drawing on the expertise of the existing management team following the acquisition. Gabia CEO Kim Hong-guk and other executives will reinvest part of their sale proceeds through in-kind contributions to the special purpose company (SPC) established for the acquisition. This arrangement will allow management to remain invested alongside Macquarie, share in future value creation and continue running the business. Verena Lim, Macquarie Group's Asia CEO, said the transaction would provide all shareholders with a meaningful premium and liquidity. She added that Macquarie would draw on its experience in global digital infrastructure to support the growth of Gabia and KINX. Government approvals remain pending before the transaction can be completed. Macquarie must obtain clearance through a foreign investment security review by the Ministry of Trade, Industry and Energy, as well as merger approval from the Korea Fair Trade Commission. The tender offers are scheduled to begin within 10 business days after these conditions precedent have been satisfied. Meanwhile, Gabia announced that it would raise fees for major domain services by up to 4.8% starting Nov. 1, citing increased operating costs. As news of the fee increase coincided with the tender offer agreement, shares of both Gabia and KINX surged more than 27% in early trading on Oct. 28.