This article was published on the ChosunBiz MoneyMove (MM) site at 3:18 p.m. on Sep. 29, 2025.
As Naver subsidiary Naver Financial is reportedly pursuing a plan to make Dunamu a wholly owned subsidiary through a comprehensive stock exchange, market participants are even raising the possibility that Naver Financial and parent company Naver could merge in the future. The idea is that this would allow Dunamu chairman Song Chi‑hyung to become Naver's single largest shareholder, which is said to be a grand plan of Naver founder Lee Hae‑jin.
Both Naver and Dunamu said nothing has been decided yet and that speculation about a merger between Naver and Naver Financial and about Song becoming the largest shareholder is premature. However, some in the market find the scenario plausible. Many were puzzled that Song, who would be better off remaining the single largest shareholder of the highly profitable Dunamu (holding 25.5%), would suddenly decide to come under Naver Financial.
Naver already has the National Pension Service as its largest shareholder. The National Pension Service's stake is 9.24%, while Chairman Lee Hae‑jin's stake is only 3.7%. That makes the logic that Lee pushed this big deal to bring Song, a junior from Seoul National University's computer engineering department, in as the next leader to take Naver to the next level sound plausible. In that case, Lee could also be relieved of the burden of being Naver's owner (person in control).
But there is an investor watching this process closely: Mirae Asset Financial Group, the second largest shareholder of Naver Financial. Because the more the exchange ratio favors Dunamu, the more both Song and Naver's current largest shareholder, the National Pension Service, would see their stakes in Naver rise slightly, if the merger ratio is set somewhat in Dunamu shareholders' favor under their influence, there would be no shareholder to object except Mirae Asset.
◇ Dunamu shareholders: "Of course Song Chi‑hyung should be the largest shareholder of Naver Financial"
According to investment banking industry sources on the 29th, Naver Financial and Dunamu are pursuing a comprehensive stock exchange and are reportedly discussing the exchange ratio. The likely structure is that Naver Financial would issue new shares to Dunamu shareholders, making Dunamu a 100% subsidiary of Naver Financial.
It is unclear whether Naver or Dunamu chairman Song Chi‑hyung will become the largest shareholder of Naver Financial. But Dunamu shareholders are said to be arguing that "of course Song should be the largest shareholder." Considering the asset values and operating values of the two companies, they say that even if Naver's stake in Naver Financial (70%) is large, the exchange ratio must be set absolutely in Dunamu's favor.
Some in the industry say the two companies are negotiating under the overriding principle that Naver will be the largest shareholder of Naver Financial. But a senior official at one of Dunamu's shareholder companies said, "If that principle is predetermined, it is plainly illegal," and added, "The exchange ratio should be set as objectively as possible to prevent damage to shareholders' equity value."
The exchange ratio for Naver Financial and Dunamu that is seen as likely in the market is 1 to 3 or 1 to 4. Those who see 1 to 3 estimate Naver Financial's enterprise value at about 5 trillion won and Dunamu's enterprise value at about 15 trillion won.
While opinions differ on the value of Naver Financial, an unlisted company with only two major shareholders, many argue Dunamu's market capitalization should be seen as 15 trillion won. On the unlisted stocks market Dunamu's market cap is about 12 trillion won, and if you add a 30% premium for listing and a control premium the enterprise value exceeds 15 trillion won. Some argue that based on asset value or a supplementary calculation method under the inheritance and gift tax law, a 1 to 5 ratio would be appropriate.
If the exchange ratio between Naver Financial and Dunamu is 1 to 3, calculations show that after the stock exchange Naver Financial's largest shareholder would be Chairman Song Chi‑hyung with 19.1%. The second largest shareholder would be Naver with 17.5%. If the exchange ratio is 1 to 4, the gap in their ownership percentages widens. Song (20.4%) and Naver (14%) would be 1st and 2nd shareholders respectively with a 5 percentage point gap. If the ratio is adjusted to a more Dunamu‑friendly 1 to 5, Song is estimated to hold 21.3% and Naver 11.7%.
◇ Whether the ratio is 1 to 3 or 1 to 5... Naver's largest shareholder would be Song Chi‑hyung, second largest would be the National Pension Service
Naver's stake in Naver Financial will change dramatically depending on how the exchange ratio is adjusted, but if the market speculation that the ultimate goal is a merger of Naver Financial and Naver is correct, Naver's immediate stake in Naver Financial becomes less important. What matters is the change in stakes of major shareholders of Naver Financial and Dunamu.
I fixed Dunamu's market capitalization at 15 trillion won and assumed there would be no change in enterprise value after the comprehensive stock exchange with Naver Financial, and that Naver's enterprise value is 40 trillion won (based on the closing price on the 26th), then ran calculations.
If the stock exchange ratio between Naver Financial and Dunamu is 1 to 3, Song is expected to become Naver's largest shareholder with a 6.77% stake. The second largest shareholder would remain the National Pension Service, whose stake in Naver after the merger is estimated at 6.54%. If the ratio is set at 1 to 4, both Song's and the National Pension Service's stakes in Naver rise slightly. Song would have 6.82% and the National Pension Service 6.58%, retaining their positions as 1st and 2nd largest shareholders.
Even if the exchange ratio is adjusted to 1 to 5, there is little change in Song's and the National Pension Service's stakes in Naver. Song is estimated to hold 6.84% and the National Pension Service 6.61%.
Ultimately, if the merger of Naver and Naver Financial or a comprehensive stock exchange is the final goal, whether the exchange ratio between Naver Financial and Dunamu is 1 to 3 or 1 to 5 results in little difference in the final stakes of Song and the National Pension Service in Naver. It is likely they would become first and second largest shareholders by a narrow margin.
If Naver's share price rises significantly from current levels, it could make it unlikely that Song becomes Naver's largest shareholder. Assuming Naver's market capitalization is 50 trillion won, Song's final stake in Naver is estimated at 5.7% and the National Pension Service's at 6.9%.
But it is unlikely that only the stock price of Naver Financial, which would hold Dunamu, would remain unchanged while Naver's stock rises. Some in the market suggest Naver Financial could list on the U.S. Nasdaq and then do a comprehensive stock exchange with Naver. Industry sources say that if a flip is done to list on the U.S. market (establishing a new U.S. parent and making the existing Korean company a subsidiary), a merger with Naver, a Korean listed company, would be impossible, but a comprehensive stock exchange would be possible.
In that case, Naver Financial holding Dunamu could receive a much higher valuation on Nasdaq and gain a stronger position in negotiating the stock exchange ratio with Naver. If both companies are aiming for a scenario in which Song becomes Naver's largest shareholder, the chance of failure appears low.
◇ Mirae Asset: the more this exchange ratio favors Dunamu, the lower its stake in Naver becomes
The issue is Mirae Asset Financial Group, the second largest shareholder of Naver Financial. Depending on how this merger ratio is set, Mirae Asset will ultimately be the most affected in terms of its stake in Naver.
Mirae Asset currently holds a 30% stake in Naver Financial. It is the only minority shareholder that owns the entire remainder aside from the majority shareholder Naver (70%).
If the exchange ratio between Naver Financial and Dunamu is 1 to 3, Mirae Asset's stake in Naver is estimated to be 2.6%. If the ratio is 1 to 4, Mirae Asset's stake would fall to 2%, and if the ratio is 1 to 5, Mirae Asset's stake could drop to as low as 1.6%.
Regardless of Mirae Asset's approval or opposition, this comprehensive stock exchange is likely to proceed as Naver and Dunamu intend. A comprehensive stock exchange requires 67% approval by voting rights, and because Naver holds 70% of Naver Financial, Mirae Asset's consent is not necessary.
In Dunamu's case, combining the stakes of Chairman Song Chi‑hyung and Vice Chairman Kim Hyeong‑nyeon gives 38.6%, and if they secure just over half of the remaining shareholders' voting rights, the stock exchange is expected to pass. Industry sources say that even if Kakao affiliate Kakao Investment (with a 10.59% stake), which competes with Naver, opposes, it would not pose a major obstacle.
Therefore, Mirae Asset is likely to have an incentive to support this comprehensive stock exchange even if the merger ratio is unfavorable, provided it receives other business benefits or financial compensation.
Meritz Securities analyzed that Mirae Asset Group's securities could generate business synergy by participating in existing securities transactions and RWA tokenization, with Dunamu distributing them.