Naver Financial and Dunamu Deal Enters Korea Antitrust Review With 2.54-for-1 Swap

Korea's Fair Trade Commission (KFTC) has formally started deliberating on the planned combination of Naver Financial, the payments arm of internet giant Naver, and Dunamu, the company that runs Upbit, Korea's largest cryptocurrency exchange. On November 10, 2026, the commission said its investigative staff had concluded that the deal could substantially restrict competition in several markets, including online payments and digital asset exchanges. The staff proposed corrective measures that the companies would have to follow if the deal is approved. The final decision belongs to the full commission, which reportedly holds its first hearing on November 18.

How does the 2.54-for-1 share swap work?

The deal is structured as a comprehensive share exchange. Naver Financial would acquire every Dunamu share, and Dunamu shareholders would receive about 2.54 Naver Financial shares for each Dunamu share they own. Unlike a cash takeover, no buyer pays money for the target; the owners simply swap their stock. Unlike a legal merger, Dunamu would not disappear. It would keep operating as a separate company, but as a wholly owned subsidiary of Naver Financial.

That structure produces an unusual ownership picture. Based on June-end estimates reported by Korean media, Dunamu's largest shareholder would own 19.5% of Naver Financial after the swap, Naver would own 17.0%, and Dunamu's second-largest shareholder would own 10.0%. On paper, Naver would not be the largest shareholder. However, Dunamu's top two shareholders have agreed to delegate their voting rights on matters such as board appointments to Naver, so practical control would stay with Naver.

Why are regulators worried about competition?

The staff defined 10 relevant markets and found 12 overlaps between the two companies. Naver Financial is the leader in online payments, and Dunamu leads the digital asset exchange market, so most of the overlaps are what antitrust lawyers call conglomerate or vertical combinations: the companies do not directly compete, but one could use its position in one market to strengthen the other. The KFTC official in charge explained that users and business infrastructure built in one business could be leveraged in the other, which could put competitors at a disadvantage or make it harder for new players to enter.

Two of the overlaps, in listed-stock investment platforms and online secondhand marketplaces, were judged to fall in a safe harbor and were presumed not to restrict competition.

The review also looked ahead. Regulators examined a market that does not exist yet: the issuance of stablecoins pegged to the Korean won. A stablecoin is a digital asset designed to hold a steady value against a regular currency, in this case the won. Both companies are reported to be preparing to take part in that business, and the staff argued that ignoring a market just because it has not formed yet could hurt future competition.

What conditions did the staff propose?

The two companies first submitted a draft remedy package. After expert reviews and requests for changes from the staff, they filed a final version, and the staff based its recommendation on it. Corrective measures in a merger case are conditions attached to approval. The KFTC did not disclose the details, but the bureau chief reportedly said they include obligations such as treating competitors equally and limiting certain business practices.

It is important to keep the status of these documents clear. The staff report states the investigators' view; it does not bind the commission. The full commission will gather views and decide whether to approve the deal and which conditions to impose.

What happens next?

The companies filed for merger approval on November 28, 2025, so the staff report arrived almost a year later. The share swap date has already been pushed back three times. According to a Dunamu filing reported on November 7, the swap is now scheduled for March 31, 2027, and the shareholder meeting to approve it was moved to February 26, 2027. Besides antitrust approval, the deal needs separate regulatory sign-offs on changes in major shareholders at both companies.

For readers watching Korean fintech and crypto, the key variable is not whether the deal goes ahead in some form but how strict the conditions are. Equal-treatment rules could limit how much Naver can steer its huge user base toward Upbit, and the reverse. The first full commission hearing, reported for November 18, is the next checkpoint, and the commission's eventual decision will show which specific obligations, if any, the combined group must accept.

Bottom line

Korea's antitrust staff sees real competition risks in combining the country's top payment provider and top crypto exchange operator, but it has proposed conditions rather than a block. The deal would swap about 2.54 Naver Financial shares for each Dunamu share and leave Naver in practical control through delegated votes. The final shape will be set by the full commission, starting with its November 18 hearing.

Sources: Korea Fair Trade Commission