Naver Financial to Acquire Dunamu in $10.3 Billion Stock Swap Deal

Naver Financial Poised to Acquire Dunamu for $10.3 Billion

Naver Financial, the fintech arm of South Korean tech conglomerate Naver, has unveiled its plans to acquire Dunamu, the operator of leading crypto exchange Upbit, in a stock-swap transaction valued at approximately 15.1 trillion Korean won ($10.3 billion USD). According to a Wednesday regulatory filing, Naver Financial will issue 87.56 million new shares to Dunamu shareholders. This transaction will effectively make Dunamu a wholly-owned subsidiary of Naver Financial, consolidating its position within the digital finance ecosystem. The exchange ratio was meticulously determined using an external discounted cash-flow (DCF) valuation, establishing the corporate value ratio at 1:3.064569. After accounting for each firm's outstanding shares, the final exchange price ratio settled at 1:2.5422618. The rigor in this valuation underscores the significance and scale of this strategic move. Dunamu's crypto exchange, Upbit, currently dominates the South Korean crypto market. The company reported total assets of $10.4 billion and $4 billion in equity for the latest fiscal year, highlighting its robust financial performance.

Shareholder Approval and Regulatory Hurdles

Shareholders of both Naver Financial and Dunamu are scheduled to vote on the proposed stock swap at their respective general meetings on May 22, 2026. The anticipated stock exchange date is set for June 30, 2026. Dissenting shareholders will have the opportunity to exercise appraisal rights at a price of $117 per Naver Financial share, with the window for requests open from May 22 to June 11, 2026. A termination clause stipulates that the deal may be dissolved if appraisal demands exceed $814 million at either company, unless both parties mutually agree to revise this threshold. The deal is also subject to several regulatory approvals, including a business combination review by the Korea Fair Trade Commission and modifications to major shareholder status as mandated by the Act on the Use and Protection of Credit Information. The filing explicitly noted that potential delays or even cancellation remain possibilities depending on the outcome of these regulatory processes.

Naver Financial's Future Plans: Stablecoin Ambitions

Naver Financial's intention to acquire Dunamu was initially reported in September. Subsequent reports indicated that Naver Financial plans to launch a Korean won-backed stablecoin project, alongside other digital finance ventures, subsequent to the acquisition. This move comes amid a more accommodating regulatory landscape for cryptocurrencies in South Korea. In June, eight leading South Korean banks announced their intentions to launch won-pegged stablecoins by late 2025 or early 2026. This shift aligns with the more crypto-friendly policies championed by the administration of President Lee Jae-myung.