- Naver Financial plans $10.3 billion stock-swap acquisition of Dunamu, operator of Upbit
- Shareholders will vote on May 22, 2026; the deal requires South Korean regulatory approval
- Exchange ratio set at 1:2.54, while dissenting shareholders can request $117 buyout
Naver Financial, the financial services division of South Korea’s tech behemoth Naver, said it is planning on buying Dunamu in a deal that likely won’t see any cash exchange hands. Dunamu is the technology company that operates Upbit, the largest cryptocurrency exchange in the country.
Citing regulatory filings, TradingView reported that Naver Financial is looking to pay 15.1 trillion won ($10.3 billion) for the acquisition, with a stock-swap. To finalize the deal, Naver Financial will issue 87.56 million new shares and give them to current Dunamu shareholders.
That way, Dunamu will become a wholly owned subsidiary of Naver Financial, while Dunamu holders will be owners of Naver Financial shares.
Related: Naver to Acquire Upbit Operator Dunamu, Raising Stakes Against Kakao in South Korea
The $10.3 Billion Valuation: Inside the Stock Swap
The companies used a discounted cash flow (DCF) valuation to determine each company’s value, as it was further explained.
The corporate value ratio between the two firms was 1:3.064569 (Dunamu:Naver Financial), and after adjusting for the number of shares already issued by each company, the final exchange ratio became 1:2.5422618. That means for every share of Dunamu, a shareholder gets roughly 2.54 shares of Naver Financial.
The deal is still not finalized, however. It needs to pass a vote from both sides and then be approved by South Korea’s regulators. Both votes are scheduled to take place on May 22, 2026, while the stock exchange date is set for June 30.
The $814 Million ‘Poison Pill’: Dissenting Shareholder Rights
Shareholders who disagree with the plan can ask to be bought out for $117 per share. In case too many shareholders request the same arrangement (more than $814 million in appraisal rights), the deal could be canceled and returned to the negotiation stage.
If the shareholders vote for the deal, then it needs to get regulatory approval. Since the acquisition involves a major tech company and a leader in cryptocurrency exchanges, market dominance risk is realistic. As such, the deal will need the approval of South Korea’s Fair Trade Commission (FTC).
Furthermore, the deal will change ownership stakes, which can trigger reporting requirements under the Act on the Use and Protection of Credit Information.
Regulatory approval is not automatic, so delays or even cancellations are always a possibility.
Related: Kakao Bank Advances Stablecoin Push, Hires Devs as Naver Rivalry Heats Up
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Source: https://coinedition.com/naver-to-acquire-upbit-operator-dunamu-in-10-3-billion-stock-swap/
