Naver Financial Has Acquired 100% of Upbit by 2026

Naver Financial Has Acquired 100% of Upbit by 2026, planning to issue 87.6 million new shares and secure growth in the digital asset market.

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More on the Purpose and Structure of the Deal

Naver Financial Co., Ltd. describes a comprehensive stock exchange with Dunamu Co., Ltd., the operator of the Upbit crypto exchange. The fintech subsidiary of NAVER plans by June 30, 2026, to turn Dunamu into a wholly owned subsidiary by issuing new Naver Financial shares and exchanging them for all common shares of Dunamu. The company names the purpose of the transaction as securing future growth drivers based on digital assets and consolidating its role as the full parent company in the ownership structure of Upbit.

The agreement is a share exchange between two unlisted corporations, and to calculate the proportions, the parties engage an external valuation company under the Capital Markets Act and the Capital Market and Financial Investment Business Act. The valuation sets the corporate value ratio of Dunamu to Naver Financial at 1:3.064569. Taking into account the total number of outstanding shares, the companies calculate the exchange value per share: KRW 439,252 per Dunamu share and KRW 172,780 per Naver Financial share. On this basis, they fix the final exchange ratio at 1:2.5422618, meaning that for one Dunamu share shareholders receive about 2.54 Naver Financial shares.

For this exchange, Naver Financial plans to issue 87,5M new common shares, and the total amount of the issuance at the deal price is KRW 15,128T. The company explicitly stipulates that it will adjust the number of new shares and the total amount of the issuance if Dunamu buys back or cancels part of its own shares before the exchange date. The share capital of Naver Financial will increase by the amount of the new shares multiplied by the par value of KRW 1,000.

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The deal unfolds on a clear timeline. Naver Financial convenes a general meeting of shareholders on May 22, 2026, where it will put the comprehensive stock exchange on the agenda. If approved, the company will carry out the exchange and transfer of shares on June 30, 2026. In parallel, the document sets out protections for minority shareholders: shareholders who submit written notice of their opposition to the decision of the board of directors and the general meeting can exercise a stock purchase claim for KRW 172,780 per Naver Financial share. The period for submitting claims runs from May 7 to May 21, 2026, and the company plans to remit the repurchase amount no later than two months after the end of the claim period, approximately on June 26, 2026.

A separate section deals with the risk of the deal being canceled. If the amount of stock purchase claims filed by shareholders of Dunamu or Naver Financial in connection with this exchange exceeds KRW 1.2 trillion, the parties retain the right to terminate the agreement due to failure to meet the preconditions. They can also, by mutual consent, change these thresholds in line with market conditions and the financial situation of the parties. In addition, Naver Financial and Dunamu stress that they have tied the transaction to approval by the Fair Trade Commission under the Monopoly Regulation and Fair Trade Act and to Naver Financial obtaining regulatory approvals for a change of controlling shareholder and the processing of credit information. If approvals are delayed or not obtained, the companies are prepared to postpone the schedule or fully cancel the comprehensive stock exchange.

NAVER's Strategy: Why Consolidate Upbit and How the Group Structure Will Change

In explaining the purpose of the deal, Naver Financial directly states that it aims to secure future growth engines based on digital assets by turning Dunamu into a 100% subsidiary. Naver Financial currently remains a subsidiary of NAVER Corporation, and after the exchange, NAVER, through a shareholders' agreement between the largest individual shareholders of Naver Financial, will maintain consolidation of the fintech subsidiary at the group level. Also, NAVER will continue to treat Naver Financial as a consolidated subsidiary, and Naver Financial, in turn, will fully consolidate Dunamu.

Naver Financial, as the full parent company, and Dunamu, as the full subsidiary, will continue their current operations and, in parallel, work on improving management efficiency and increasing shareholder value. The companies plan to study various structural reorganization measures to secure long-term growth engines through functional and organic cooperation between the two businesses, but as of the disclosure date, they are not making specific decisions on restructuring. The board of directors promises to disclose any future decisions in accordance with applicable disclosure rules.

The transaction also affects the capital structure of Dunamu. Treasury shares, including shares received upon the exercise of stock options and RSUs by Dunamu shareholders during the exchange process, will be fully canceled and will not be exchanged for Naver Financial shares. This allows Naver Financial to concentrate the issue of new shares only on external Dunamu shareholders and keep the calculated exchange ratio within the set model.

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Conclusion

Of course, this transaction is preliminary in nature, and the company reserves the right to adjust parameters and timing after consultations with regulators and counterparties. At the same time, it clearly signals to the market that at the board of directors level, it has already made a strategic decision to build a fully integrated ownership structure over Dunamu and the Upbit crypto exchange and to link the growth of its fintech business with the digital asset segment. The combination promises to be large-scale, and we will be watching closely to see whether the deal is finalized. Get more insights from our guides for beginners and professionals, and stay tuned for the latest updates and opportunities in the new economy, crypto industry, and blockchain developments!