Graphic = Jung Seo-hee /Courtesy of Naver Dunamu

Naver is pursuing a plan to bring Dunamu, which operates Upbit, the country's largest virtual asset exchange, in as an affiliate. The two companies are expected to use this as a springboard to grow into Korea's largest finance and virtual asset platform and build global competitiveness.

According to the financial industry on the 27th, Naver Financial, the subsidiary in charge of Naver's financial platform, is pursuing a comprehensive stock exchange with Dunamu. Naver Financial will issue new shares to give to Dunamu's shareholders, and in return Naver Financial will own the shares held by Dunamu's shareholders. If this happens, Naver Financial can secure 100% equity in Dunamu, and Dunamu will be incorporated as a subsidiary of Naver Financial and a second-tier subsidiary of Naver.

◇ From stablecoin cooperation to a leap into a full-service financial platform

The combination of the two companies is expected to result in a massive platform spanning finance and virtual assets. First, cooperation related to a won-denominated stablecoin is anticipated. Based on the country's largest user base, Naver has been expanding on- and offline financial payments via Naver Financial (Naver Pay). Dunamu unveiled its proprietary blockchain mainnet "Giwa Chain" at the Upbit conference last month and hinted at issuing a stablecoin through it.

For the activation of a won-denominated stablecoin, on- and off-ramps that allow purchasing the coin with legal tender or redeeming it back into cash are important. The envisioned structure is that Dunamu issues the stablecoin, it is transacted on Upbit, and it is used as a payment method at Naver Pay's online and offline merchants. Naver Pay has already attempted to utilize blockchain, including launching a virtual asset wallet last year.

Previously, Mirae Asset Securities projected that if Naver and Upbit's issuance of a won-denominated stablecoin becomes a reality, it could generate annual revenue of about 300 billion won starting in 2030. It also forecast that if the ratio of stablecoin payments expands to 10% in 2030, Naver Financial's reduction in payment fees would increase to 145 billion won, creating a benefit.

On this basis, Naver can add virtual assets to its existing shopping, content, pay, and finance ecosystem and fully launch its global business as a comprehensive financial platform. Because stablecoins are fast and inexpensive for cross-border payments and remittances, they can expand Naver's global user base into the financial domain. Naver can also expect the first-mover advantage in the domestic won stablecoin market, along with consolidation benefits from incorporating Dunamu's annual revenue of 1.7 trillion won and operating profit of 1.2 trillion won.

Oh Kyung-seok, Dunamu CEO, speaks at the Upbit D Conference (UDC) held on the 9th last month at the Grand InterContinental Seoul Parnas in Gangnam-gu, Seoul. /Courtesy of Dunamu

Dunamu will be able to resolve existing risks such as corporate governance transparency controversies and focus on new businesses such as building future financial infrastructure. As an unlisted company, Dunamu has faced criticism over management transparency and conflicts of interest due to an equity structure centered on co-founders and a few major shareholders. However, if Naver Group-level internal controls, audits, and risk management systems are applied, transparency will improve and it will be able to respond to regulations systematically.

◇ Dunamu's high corporate value… Naver's paid-in capital increase is inevitable

Whether the stock exchange between Naver Financial and Dunamu can be realized remains to be seen. A comprehensive stock exchange requires the consent of at least two-thirds of the shareholders attending the general meeting. The equity ratios of shareholders with 5% or more stakes — including Chair Song Chi-hyung of Dunamu (25.5%), Vice Chair Kim Hyeong-nyeon (13.1%), and Kakao Investment (10.6%) — total 62.37%, so the contract can be concluded if an agreement is reached with them.

The market values Naver Financial at 7 trillion to 8 trillion won, while assessing Dunamu's unlisted corporate value at around 12 trillion to 14 trillion won. In other words, for Naver to maintain controlling shareholder status in Naver Financial, a paid-in capital increase of 4 trillion to 5 trillion won is necessary. However, Samsung Securities said in a report that Naver's standalone cash and short-term financial products are about 3 trillion won and treasury stock is about 2 trillion won, indicating sufficient funding capacity.

Even after the stock exchange, Dunamu's co-founders, Chair Song Chi-hyung and Vice Chair Kim Hyeong-nyeon, are expected to continue running the company. If Dunamu, which had been seen as a potential overseas listing candidate, is incorporated into Naver Financial, a Nasdaq listing of Naver Financial could also be discussed. This is because listing on the domestic market would be difficult due to duplicate listings regulations that restrict affiliates within a single corporate group from listing simultaneously on the domestic market.

Once approval is granted by financial authorities, the two companies are expected to complete the comprehensive stock exchange process after going through each board of directors and shareholders meeting. Meanwhile, in a filing on the 25th, Naver said it is discussing various forms of cooperation with Dunamu, including a comprehensive stock exchange, but nothing has been finalized.

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