ISS, Glass Lewis back Align as GabiA board fight intensifies

  • ISS backed all of Align Partners’ proposals, while Glass Lewis supported most of them ahead of GabiA’s October 8 extraordinary shareholders’ meeting.
  • DCK Investment’s 48,000 Korean won-per-share tender offer failed to meet its minimum volume requirement; ISS valued GabiA at 56,319 Korean won per share and deemed a separate 66,000-won offer reasonable with a control premium.
  • Align seeks to expand GabiA’s board from five to seven seats, potentially giving it four of seven directors, while both sides have sought court-appointed meeting inspectors.

Global proxy advisers ISS and Glass Lewis have recommended supporting most of activist investor Align Partners’ proposals ahead of GabiA’s October 8 extraordinary shareholders’ meeting, strengthening Align’s challenge to Chairman Kim Hong-guk and Macquarie Asset Management. ISS backed all of Align’s proposals, while Glass Lewis opposed only non-executive director candidate Eom Tae-hyun and supported expanding the board from five to seven members and appointing independent director candidates Kwak Jun-ho and Cho Sung-mun. The recommendations followed the failure of DCK Investment, a special purpose company established by Macquarie, to acquire the minimum number of shares in its 48,000 Korean won-per-share tender offer, which ran from July 20 to September 17. ISS cited concerns about board oversight, minority-shareholder treatment and conflicts of interest, valued GabiA at 56,319 Korean won per share using a sum-of-the-parts valuation with a 25% discount to peer multiples, and considered a separate 66,000 Korean won offer reasonable after including a control premium. If Align’s proposals pass, board representation could shift to four Align-backed directors and three company-side directors, although Align says it is not directly seeking management control. Both Align and GabiA have sought court-appointed inspectors to monitor the meeting’s procedures.

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