Align Partners Asset Management filed a formal petition against Macquarie Asset Management's tender offer for Gabia, the Korean cloud hosting and domain registration company, challenging both the ₩28,500 per share offer price and the adequacy of disclosures provided to minority shareholders. The petition marks the second material valuation dispute Macquarie has faced in Korean small-cap take-privates this year.
Macquarie established DCK Investment, a special purpose vehicle, to acquire Gabia through a tender offer that opened in late July. Align Partners, which disclosed a 4.2% stake in Gabia in June filings, argues that Macquarie's valuation methodology contains internal contradictions—citing differing approaches in the preliminary announcement versus the formal tender documentation. The activist firm specifically contests the discount rate applied to future cash flows and the treatment of Gabia's domain portfolio as a non-operating asset, which Align claims artificially depresses the enterprise value by ₩8 billion to ₩12 billion.
The dispute matters because it exposes structural tension in Korean tender offer rules. Current regulations require only a fairness opinion from a single evaluator selected by the acquirer, with no mandatory counter-valuation right for minority holders until the offer formally closes. Align's petition requests the Financial Supervisory Service compel Macquarie to disclose the full DCF model, including terminal value assumptions and WACC components, before the August 22 tender deadline. If the FSS declines, Align has indicated it will file an injunction motion in Seoul Central District Court by August 12, which would freeze the tender timeline pending judicial review.
Gabia generated ₩47.3 billion in revenue for fiscal 2025, with EBITDA margins near 31%, above the 24% average for Korean B2B SaaS comparables. The company holds approximately 680,000 active domain registrations and provides cloud infrastructure to 14,500 SME clients, positioning it as a rollup anchor for Macquarie's broader Korea digital infrastructure thesis. Macquarie's tender price implies an EV/EBITDA multiple of 7.2x, compared to the 9.1x median for recent Korean software take-privates and the 10.8x trading multiple of listed peer Douzone Bizon.
Allocators should track three developments. First, the FSS response deadline of August 9, which determines whether additional disclosures surface before the tender closes. Second, whether other minority holders join Align's petition—Gabia's shareholder registry shows 31% retail ownership, and collective action above 10% typically triggers settlement negotiations. Third, Macquarie's LP reporting in Q3, as a second contested Korean deal this year would pressure the firm's Asia small-cap strategy, which has raised $1.7 billion since 2022 targeting sub-$500 million enterprise value opportunities.
The tender offer remains open through August 22 unless Align's injunction motion succeeds. Macquarie has not amended its offer price or disclosure schedule as of August 6.