Dunamu to Become Naver’s Wholly Owned Subsidiary with Stock Swap Ratio of 1 to 2.54
Accelerating New Growth Engines Including Won-Based Stablecoin
Joint Press Conference on the 27th with Full Executive Teams from Both Companies
With Naver's decision to acquire Dunamu, a mega-scale fintech alliance has become a reality. Naver Financial will fully incorporate Dunamu as a wholly owned subsidiary through a stock swap, and Naver is set to embark on a new experiment as the world’s first global platform to simultaneously operate a virtual asset business.
Given that founder Lee Hae-jin returned as chairman of the board and has since prioritized global expansion, this merger is expected to be directly linked to Naver’s future growth engines. In particular, the merger between Naver Financial, which operates the nation’s leading online simple payment service, and Dunamu, which runs South Korea’s largest virtual asset exchange Upbit, is anticipated to give the combined entity a significant advantage in securing dominance over emerging financial ecosystems, such as the won-based stablecoin market.
On the 26th, Naver announced via regulatory filing that its subsidiary Naver Financial would acquire Dunamu as a wholly owned subsidiary through a stock swap. The share swap ratio between Dunamu and Naver Financial has been set at 1 to 2.5422618, meaning that each Dunamu share will be exchanged for 2.54 Naver Financial shares. The exchange price per share is 439,252 won for Dunamu and 172,780 won for Naver Financial.
Lee Hae-jin, founder of Naver, is speaking at the 26th Naver Annual General Meeting of Shareholders held in March at Naver Green Factory in Seongnam, Gyeonggi Province. Photo by Yonhap News
Regarding the share swap ratio, Naver explained, "The comprehensive share swap ratio was determined based on the corporate equity values assessed by multiple external professional institutions." Specifically, the corporate values of Naver Financial and Dunamu were assessed at 4.9 trillion won and 15.1 trillion won, respectively, resulting in a simple corporate value ratio of 1 to 3.06. However, due to differences in the total number of issued shares for each company, the per-share exchange ratio between Dunamu and Naver Financial was set at 1 to 2.54.
After the stock swap, Song Chi-hyung, Chairman of Dunamu, will become the largest shareholder of Naver Financial, holding a 19.5% stake. However, Naver will maintain its controlling position over Naver Financial. Following the stock swap, Naver will hold a 17% stake in Naver Financial and will also be delegated the voting rights for the shares held by Chairman Song (19.5%) and Vice Chairman Kim Hyung-nyeon of Dunamu (10%). This will give Naver a total of 46.5% of Naver Financial’s voting rights. Once the comprehensive stock swap is completed, Naver Financial will be converted into a general business holding company and will fully incorporate Dunamu as a wholly owned subsidiary.
Previously, Naver, its subsidiary Naver Financial, and Dunamu each held board meetings at an undisclosed location in the Seoul metropolitan area to discuss the merger plan and the merger ratio. The industry had initially anticipated a share swap ratio of 1 to 3 between Dunamu and Naver Financial, given the size of the two companies.
The merger plan will be finalized through a special resolution at the shareholders’ meeting scheduled for May 22 next year. For the special resolution to pass, approval is required from at least two-thirds of attending shareholders and at least one-third of the total issued shares. If the merger plan is approved at the shareholders’ meeting, Dunamu will become a wholly owned subsidiary of Naver through the stock swap on June 30 next year.
The two companies plan to accelerate the development of new growth engines such as a won-based stablecoin through this merger. This will combine Naver and Naver Pay’s commerce and simple payment ecosystem with Dunamu’s strength in virtual asset trading. The two companies are expected to jointly issue a won-based stablecoin that can be used for payments via Naver Pay.
If the two companies merge to preempt the won-based stablecoin market, they will be able to rapidly secure market dominance by building an integrated platform encompassing simple payments, virtual assets, and digital wallet infrastructure. For Naver, this also presents an opportunity to expand its business beyond its main sectors of search and shopping into the virtual asset space.
A Naver representative stated, "After Dunamu is incorporated as an affiliate, the two companies will combine their capabilities in artificial intelligence (AI), search technology, simple payments, and blockchain technology to proactively create new momentum for global expansion in the evolving Web3 environment." The representative added, "We will play a responsible role in expanding the technological foundation of the digital asset market, nurturing talent, and increasing social acceptance of digital assets, while also showcasing the strength of K-fintech on the global stage."
However, regulatory review during the merger process is expected to be a variable. Since both companies are the leading operators in the domestic online simple payment and virtual asset exchange markets, their merger could raise concerns about market monopoly. As a result, the Korea Fair Trade Commission is likely to closely examine whether the merger restricts market competition.
Meanwhile, the two companies will jointly announce the merger plan on the 27th at Naver’s headquarters in Seongnam, Gyeonggi Province. Chairman Lee and Song Chi-hyung, Chairman of Dunamu, will attend the event and participate in a Q&A session. The fact that these two executives, both known as "reclusive entrepreneurs" who rarely appear in public, will attend in person underscores the importance both companies place on this merger. Chairman Lee and Chairman Song are alumni of the Seoul National University Department of Computer Engineering. Top executives from both companies, including Naver CEO Choi Soo-yeon, Dunamu Vice Chairman Kim Hyung-nyeon, Dunamu CEO Oh Kyung-seok, and Naver Financial CEO Park Sang-jin, will also be present.
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