South Korea's Fair Trade Commission (KFTC) is set to review the corporate combination of Dunamu, the country's No. 1 virtual asset exchange operator, and Naver Financial. With the KFTC confirmed to hold a full-commission meeting on the 18th with the two companies' merger on the agenda, the deal—which has drifted for nearly a year since it was announced in November last year—is expected to enter its final phase.
According to industry sources, this full-commission meeting effectively represents the approval stage of the merger. If the review clears, only the remaining licensing procedures, such as the financial authorities' approval of the change in major shareholder, will be left. Naver Financial plans to hold a shareholders' meeting on February 26 next year and carry out a share swap on March 31 to finalize the merger.
The two companies had originally planned to complete the process by the end of June this year. However, the KFTC and financial authorities have delayed approval, citing the possibility of monopoly concerns in markets such as unlisted shares and stablecoins. The assessment of whether the deal restricts competition is also expected to be a key issue in this review.
Challenges remain even after approval. To help Dunamu shareholders recover their investments, Naver has decided to form an organization to prepare Naver Financial's listing within one year of completing the share swap and to pursue an initial public offering (IPO) within five years. However, after the merger, Naver's stake in Naver Financial will stand at 17%, falling short of the threshold for an affiliate, while Naver has already classified Naver Financial as a consolidated subsidiary and recognized de facto control. In this case, it must present protective measures such as share cancellation or in-kind dividends to fulfill its obligations as a parent company to protect shareholders.
Some observers note that the duplicate-listing controversy that surfaced last month during the listing of Solidigm, the NAND flash subsidiary of SK Hynix, could spread to Naver as well. Accordingly, the prevailing view is that Naver Financial is highly likely to choose Nasdaq—where the listing review is relatively easier—instead of the South Korean stock market.
As this matter could reshape South Korea's virtual asset market and fintech industry, market attention is focused on whether it will be approved. If Dunamu's exchange business is combined with Naver's platform and financial infrastructure, a sizable integrated entity would emerge in digital asset distribution, payments and the stablecoin business. Conversely, if the KFTC attaches conditional approval or corrective measures on competition-restriction grounds, the merger structure and business plans would inevitably require revision. The choice of listing market and the response to duplicate-listing controversy also remain key points for investors to watch.
