Web hosting and cloud company Gabia is causing a stir both inside and out. Following shareholder activism by activist fund Align Partners Capital Management, Macquarie Asset Management has moved to acquire management rights and pursue delisting, prompting employees to consider establishing a labor union for the first time since the company's founding. Although the board of directors and major shareholders have changed in succession within just a few months, the future appearance of the company after delisting remains undetermined.
According to the IT industry on the 3rd, the starting point of the changes surrounding Gabia is "undervaluation." Established in 1998, Gabia started with domains and hosting before expanding its business into cloud services, groupware, and internet data centers (IDCs). Notably, it holds listed subsidiaries including internet exchange (IX) and IDC company KINX, security firm XGate, and enterprise software provider SPSoft.
Align Partners determined that Gabia's value is not being properly evaluated in the market due to this simultaneous listing structure of parent and subsidiary companies. According to Align Partners' analysis, as of last February, while Gabia's market capitalization stood at 415.4 billion won, excluding the share values of major subsidiaries such as KINX, the market-assessed value of Gabia itself was only 98.7 billion won. After successfully placing two recommended directors on the board at the shareholders' meeting last March, Align Partners has been demanding the resolution of the dual-listing structure and other measures.
Macquarie then entered the picture. The relationship between Macquarie and Gabia began even before the management acquisition. Both parties signed a joint venture agreement in February to invest up to 600 billion won over the next four to six years to build a data center platform with a capacity of over 100MW. Under this structure, Macquarie will secure funding, land, and power, while Gabia and KINX will be responsible for constructing and operating the data centers.
About five months later, Macquarie decided to acquire Gabia itself. Macquarie's DCK Investment plans to purchase 24.37% of shares held by existing management, including co-CEO Kim Hong-guk, and conduct a public tender offer for general shareholders' shares at 48,000 won per share before delisting Gabia.
Controversy continues over the tender offer price. Although 48,000 won is more than 40% higher than the closing price immediately before the tender offer announcement, Align Partners has valued Gabia's intrinsic value at between 65,400 and 79,900 won per share. Ultimately, the core issue surrounding Gabia's price lies in how to value the assets of data center and IT infrastructure businesses such as KINX.
The transaction structure also differs from typical management rights sales. Existing management, including Kim (CEO), will sell their shares, reinvest the proceeds (excluding taxes) back into DCK, and continue participating in Gabia's management. While general shareholders who accept the tender offer will lose their shareholder status, existing management will continue to participate in changes to Gabia's corporate valuation as a non-listed company.
A Gabia official stated, "This transaction aims to mitigate market discount factors arising from the simultaneous listing structure of parent and subsidiaries through Gabia's delisting." The official added that the appropriateness of the tender offer price is under review by a special committee composed of independent outside directors, so judgment has been reserved.
Regarding its subsidiaries such as KINX, XGate, and SPSoft after delisting, Gabia stated, "There are currently no confirmed plans." On employment, it also said, "There are currently no restructuring plans resulting from this transaction."
Although the corporate governance structure is changing significantly, the future state of operations and organization remains unknown. This is why employees, who had previously kept their distance from management rights disputes, have begun to voice their opinions jointly and even consider establishing a union.
A Gabia employee told MoneyToday in a written interview on the 2nd: "Directors from the Align Partners entered the board, and weekly events such as public letters and requests for convening an extraordinary shareholders' meeting repeatedly shook the foundation of the company. Employees had to go to work every morning, search portal news, and check the company's fate." The employee added, "We are considering establishing a union. After fully gathering and deliberating on the opinions of all colleagues, we plan to proceed step by step based on democratic consensus."
Employees are demanding that the company specifically explain the purpose of the acquisition and delisting, as well as the future operational direction of the company and its impact on employment.
in TECH
