A massive upheaval is occurring in the domestic IT industry. Naver Financial, the financial affiliate of Naver, is pursuing a historic merger to incorporate Dunamu, which operates Upbit (South Korea’s leading virtual asset exchange), as its subsidiary. This merger will proceed via a comprehensive stock swap, marking a colossal deal with a total enterprise value of KRW 20 trillion (approximately $15 billion USD).
Key Details of the Naver Financial-Dunamu Merger
Board Resolution and Merger Structure
On November 26, 2025, Naver, Naver Financial, and Dunamu each held a board meeting to review and resolve the merger plan. The plan for the merger, which will be executed through a comprehensive stock swap, was finalized at this board meeting, attended by Naver Board Chairman Lee Hae-jin himself.
Upon completion, Dunamu will become a 100% subsidiary of Naver Financial, which in turn will become a sub-subsidiary of Naver, which holds a 70% stake in Naver Financial. Naver stated that its strategic goal through this merger is to “secure future growth engines based on digital assets.”
Stock Swap Ratio and Enterprise Value Calculation
The stock swap ratio between Naver Financial and Dunamu has been finalized at 1:2.54. This means one share of Dunamu stock will be exchanged for 2.54 shares of Naver Financial stock.
| Category | Naver Financial | Dunamu |
|---|---|---|
| Enterprise Value | KRW 4.9 trillion | KRW 15.1 trillion |
| Swap Price per Share | KRW 172,780 | KRW 439,252 |
| Stock Swap Ratio | 2.54 | 1 |
| Enterprise Value Ratio | 1 | 3.06 |
The stock swap price was calculated based on the Discounted Cash Flow (DCF) model. This valuation method appropriately reflects the companies’ future earnings and cash-generating ability, ensuring a fair exchange ratio by accounting for the difference in the total number of outstanding shares of the two companies.
Merger Procedure and Future Schedule
Special Resolution Requirements at the Shareholders’ Meeting
While the board resolution is complete, the merger requires a special resolution at the shareholders’ meeting for final confirmation. Naver clarified that the current stage is a “preliminary disclosure stage for the commencement of legal procedures.”
Conditions for passing the Special Resolution:
- Approval from two-thirds or more of the attending shareholders
- Consent from one-third or more of the total outstanding shares
Dissenting Shareholder Protection Procedures
Along with the merger disclosure, the protection procedures for dissenting shareholders have officially begun. Shareholders who oppose the board resolution can express their dissent in writing and exercise their stock purchase appraisal rights (put option).
The planned purchase price is confirmed at KRW 172,780 per share. If the scale of the put option exceeds KRW 1.2 trillion, the merger may be canceled. The potential for a large number of dissenting shareholders to trigger automatic termination or renegotiation means the future progression of the deal warrants close attention.
Joint Press Conference Scheduled
Naver and Dunamu are scheduled to hold a joint press conference on November 27 at the Naver office building in Seongnam, Gyeonggi Province, to officially announce the business combination. The event is expected to be attended by key executives from both companies, including Naver Board Chairman Lee Hae-jin and Dunamu Chairman Song Chi-hyung, as well as Naver CEO Choi Soo-yeon, Dunamu CEO Oh Kyeong-seok, and Naver Financial CEO Park Sang-jin. They will reportedly provide a detailed explanation of their future business plans.
Strategic Significance of the Merger and Market Outlook
Full-Scale Entry into the Digital Asset Market
Through this merger, Naver is officially entering the digital asset market by integrating Dunamu, which owns Upbit, the largest virtual asset exchange in South Korea, as an affiliate. The combination of Naver Financial’s payment and financial infrastructure with Dunamu’s blockchain and virtual asset technology is expected to create powerful synergy effects.
Enhancement of Management Efficiency and Shareholder Value
Naver stated that both companies will continue their existing businesses until the merger process is complete, focusing on enhancing management efficiency and boosting shareholder value. Upbit is expected to maintain independent operations while securing new growth engines through linkage with the Naver ecosystem.
IT Industry’s Reaction
The IT industry generally anticipates the merger plan to pass the board resolution and be finalized without major issue. It is expected that the combination of Dunamu’s enterprise value of over KRW 15 trillion and Naver’s platform capabilities will enable them to gain competitiveness not only domestically but also in the global digital asset market.
Conclusion
The merger between Naver Financial and Dunamu is a historic transaction that will significantly alter the landscape of South Korea’s IT and financial industries. Attention is focused on whether the remaining procedures, such as the special resolution at the shareholders’ meeting and the exercise of dissenting shareholders’ put options, will proceed smoothly. There is great anticipation for what innovative services the two companies will introduce through synergy and what new value they will create in the digital asset market.
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