Naver Financial approved 15.13 trillion won stock swap for Upbit parent

Naver Financial’s board approved a comprehensive share swap on November 26, 2025 that was designed to make Dunamu, operator of the Upbit cryptocurrency exchange, its wholly owned subsidiary. A Korea Exchange disclosure put the total issue price of the new Naver Financial shares at 15.128 trillion won. The decision paired one of South Korea’s largest consumer-finance platforms with a leading crypto-exchange operator, but it was an agreement awaiting shareholder and regulatory approvals—not a completed acquisition.

How the stock swap was structured

The filing set an exchange ratio of 2.5422618 newly issued Naver Financial common shares for each Dunamu common share. It said Naver Financial would issue 87,559,198 shares with an aggregate issue price of 15,128,478,217,513 won, although that share count and value could change if Dunamu acquired or cancelled treasury shares before completion.

An external valuation used a discounted-cash-flow method and assigned Dunamu an equity value of approximately 15.1 trillion won and Naver Financial approximately 4.9 trillion won, a 3.064569-to-one company-value ratio. Those figures were transaction valuations used to establish the swap terms. They were not cash paid to Dunamu owners, a public-market capitalization, or a guarantee that the combined business would realize that value.

Naver’s investor presentation described the deal as an all-stock transaction requiring no cash funding, except for possible payments arising from dissenting shareholders’ appraisal rights. It projected Naver would own 17% of the enlarged Naver Financial. Voting-right delegations from Dunamu chairman Song Chi-hyung and vice chairman Kim Hyoung-nyon were intended to give Naver 46.5% of voting rights and allow it to continue consolidating Naver Financial. Those percentages were the company’s proposed post-transaction structure and remained subject to changes, including appraisal-right exercises.

Why the combination mattered

Dunamu operated Upbit, which contemporaneous company and news records described as South Korea’s largest digital-asset exchange by trading volume. Bringing it under Naver Financial would connect exchange infrastructure with Naver’s payments, search, commerce and technology ecosystem. Naver framed the opportunity around digital-asset trading, payments, tokenization and possible stablecoin services.

That rationale was forward-looking. The November 26 board decision did not itself create a Naver stablecoin, integrate customer accounts, transfer exchange licenses or establish new revenue. It also did not resolve how Korean financial and competition regulators would treat the combination of a large consumer platform, payment provider and cryptocurrency venue.

The conditions were material

The November 26 filing scheduled shareholder meetings for May 22, 2026 and the share exchange for June 30, 2026. It said completion required, among other steps, Korea Fair Trade Commission business-combination clearance and financial-law approvals related to the change in Naver Financial’s major shareholders and additional business activities. Either company’s failure to approve the transaction at its shareholder meeting would unwind the agreement.

The contract also allowed termination if appraisal-right claims at either Dunamu or Naver Financial reached 1.2 trillion won, subject to possible adjustment or further negotiation. That condition made the headline valuation only one part of the transaction risk.

Next-day confirmation

On November 27, Naver, Naver Financial and Dunamu publicly confirmed that their boards had approved the integration plan on November 26 and presented broader AI and Web3 ambitions. That next-day statement confirms the dated decision but should not be read backward as proof that the proposed synergies, approvals or closing had already occurred. The event-day record established a large, strategically significant agreement with a defined structure and a long list of unresolved conditions.