Naver Financial, the financial services arm of Naver, announced its intention to acquire Dunamu, the operator of the largest cryptocurrency exchange in South Korea, Upbit. The definitive agreement, structured as an all-stock swap, is valued at approximately 15.1 trillion won, or $10.3 billion.
Naver Financial plans to issue $87.56 million in new shares to Dunamu shareholders, thereby making Dunamu a wholly owned subsidiary. The exchange ratio was determined using an external discounted cash-flow valuation, resulting in a final share exchange price ratio of $1:2.5422618$.
The transaction is contingent upon shareholder approval at general meetings scheduled for May 22, 2026, with the stock exchange set for June 30, 2026. Shareholders opposing the deal have appraisal rights, though the agreement specifies a termination clause if appraisal demands exceed $814 million at either company. Furthermore, the merger requires multiple regulatory clearances, including a business combination review by the Fair Trade Commission and compliance with financial information protection acts, highlighting potential remaining hurdles.
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