This article was posted on the ChosunBiz MoneyMove (MM) site on Sep. 25, 2025, at 4:51 p.m.
Naver (NAVER) will bring the country's No. 1 virtual asset exchange, Upbit, under its umbrella through its subsidiary Naver Financial. Naver Financial will incorporate Upbit by securing 100% of the equity of Dunamu, the operator of Upbit, through a comprehensive share exchange, making it a subsidiary.
The two companies are reportedly still discussing the merger ratio, but if the ratio is set based on the enterprise values currently being discussed in the market, Naver is expected to remain the largest shareholder of Naver Financial even after the transaction is completed. However, the equity ratio is estimated to be less than 30%, so Naver may make an additional equity investment in Naver Financial. Dunamu's founder, Chairman Song Chi-hyung, the largest shareholder of Dunamu, is expected to become the second-largest shareholder with about 16% equity. If, instead, the supplemental valuation method stipulated in the Inheritance Tax and Gift Tax Act is used for the valuation, Chairman Song would hold twice as much equity as Naver and become the largest shareholder.
According to the investment banking (IB) industry on the 25th, Naver's subsidiary Naver Financial is pursuing a comprehensive share exchange transaction with Dunamu. Naver Financial would issue new shares and give them to Dunamu shareholders, and in return take all the shares held by Dunamu shareholders. As a result, Naver Financial is expected to secure 100% of Dunamu's equity, making Dunamu a wholly owned subsidiary of Naver Financial.
The two companies are structuring the transaction by appointing law firms without hiring advisory firms. It was confirmed that Dunamu appointed KIM&CHANG law firm and Naver appointed law firm Yulchon.
The two companies are expected to hold board and shareholder meetings soon to finalize the comprehensive share exchange. A comprehensive share exchange requires a special resolution at the shareholders' meeting. It must be approved by at least two-thirds of the shareholders present (by voting rights) and by at least one-third of the total issued shares.
The key issue is the merger ratio between the two companies. Depending on how each company's enterprise value and the merger ratio are determined, the equity stakes of Naver and major shareholders such as Chairman Song Chi-hyung will vary after the transaction. Market estimates put the enterprise values of Naver Financial and Dunamu at about 8 trillion to 9 trillion won and 14 trillion to 15 trillion won, respectively, but these are market prices, and it is uncertain whether they can be reflected as-is.
Currently, Naver is the largest shareholder of Naver Financial, holding 75% equity (including convertible preferred shares). The remaining 25% is held by Mirae Asset Securities and other Mirae Asset affiliates. The largest shareholder of Dunamu is Chairman and board chairman Song Chi-hyung (25.5%). Other equity is distributed among Vice Chairman Kim Hyung-nyeon (13.1%), Kakao Investment (10.6%), Woori Technology Investment (7.2%), Hanwha Investment & Securities (5.9%), and others.
If Dunamu's enterprise value is assumed to be 15 trillion won and Naver Financial's enterprise value is assumed to be 8 trillion to 9 trillion won, a simple calculation shows that after issuing new shares and a comprehensive share exchange, Naver would be the largest shareholder of Naver Financial with a 26% to 28% equity stake.
The second-largest shareholder is expected to be Chairman Song Chi-hyung (about 16%), and the third-largest is expected to be Mirae Asset (about 8% to 9%). In addition, Dunamu Vice Chairman Kim Hyung-nyeon (about 8% to 9%) and Kakao Investment (about 6% to 7%) are estimated to split the remaining equity.
There is also a method of determining the merger ratio based on the supplemental valuation method stipulated in the Inheritance Tax and Gift Tax Act. In that case, Naver's equity ratio would fall sharply.
If the merger ratio is determined according to the Inheritance Tax and Gift Tax Act, the enterprise values of Naver Financial and Dunamu are estimated at 1.2 trillion won and 7 trillion won, respectively. Based on this, after the comprehensive share exchange, Naver's equity stake in Naver Financial would be about 11.3% and Chairman Song's equity stake would be 21.7%. In this case, because Naver's and Dunamu Vice Chairman Kim Hyung-nyeon's equity stakes would become similar at about 11%, Naver would likely need to participate in Naver Financial's capital increase to secure additional equity.
IB industry sources are raising the possibility that Naver Financial may list on the U.S. Nasdaq market in the future. Since Dunamu would be incorporated into the Naver group, listing on the domestic stock market would be practically impossible because of duplicate listings issues.