Naver in talks to take over Upbit operator Dunamu via stock swap

Naver Green Factory in Seongnam, Gyeonggi Province / Courtesy of Naver

Naver is seeking to bring Dunamu, the operator of Korea’s largest cryptocurrency exchange Upbit, under its financial umbrella through a comprehensive stock swap, industry officials said Thursday.

If the deal proceeds, Dunamu would become a wholly owned subsidiary of Naver Financial, extending the portal giant’s influence in the digital finance sector.

According to sources, Naver and Dunamu are in negotiations to execute a comprehensive stock swap that would give Naver Financial full ownership of the crypto company. Under the proposed terms, Dunamu shareholders would transfer their stakes to Naver Financial in exchange for newly issued shares.

The structure of the deal is expected to resemble Kakao’s acquisition of Daum, where Daum remained a separate legal entity but operated under Kakao ownership.

Major shareholders of Dunamu include its Chairman Song Chi-hyung (25.5 percent), Vice Chairman Kim Hyoung-nyon (13.1 percent), Kakao Investment (10.6 percent) and Woori Technology Investment (7.2 percent). Naver holds approximately 69 percent of Naver Financial.

While the board meeting to approve the plan is reportedly scheduled for next month, talks have hit a snag over valuation. Dunamu’s market value is perceived to significantly exceed that of Naver Financial, complicating negotiations over the share exchange ratio.

Market watchers say the deal would bolster Naver Pay, operated by Naver Financial, turning it into a comprehensive digital service that integrates payments, e-commerce and cryptocurrency trading through Upbit.

Currently, Naver Financial processes 80 trillion won ($57 billion) in annual payments, while Upbit is the world’s fourth-largest cryptocurrency exchange by trading volume.

Dunamu is also expected to accelerate its efforts to launch a Korean won-based stablecoin through this deal. If integrated into Naver Pay’s ecosystem and supported by Naver’s dominant position in e-commerce, the move could lay the groundwork for a strong local stablecoin market.

In a recent report, Mirae Asset Securities projected that a successful launch of a Korean won-based stablecoin backed by Naver and Upbit could generate an annual revenue of 300 billion won by 2030.

In a related move earlier this month, Naver Financial acquired 420,001 shares of Stockplus Unlisted — an unlisted stock trading platform launched by Dunamu — for 68.6 billion won, becoming its largest shareholder.

"Naver Financial is exploring various forms of collaboration with Dunamu, including stablecoin development, unlisted stock trading and a potential stock swap," the company said in a disclosure filing. "However, no specific agreements or methods have been finalized."

A Dunamu spokesperson echoed the statement, confirming ongoing discussions without a finalized outcome.

Following news of the potential deal, Naver’s share price rose as much as 12.5 percent during the session before easing to close up 11.4 percent at 254,000 won. In contrast, Dunamu’s shares on the over-the-counter market fell around 14 percent to 299,000 won intraday, disappointing shareholders who had hoped for a Nasdaq initial public offering.