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Why Concerns Are Rising Over Naver and Dunamu’s Proposed Comprehensive Stock Swap

This article was automatically translated by AI. There may be errors compared to the original Korean article.  Read original in Korean →

[비즈한국] It has been reported that Naver035420 Financial is pursuing the acquisition of Dunamu. While the stock market is anticipating synergy between Naver and Dunamu, concerns are being raised regarding the feasibility of the actual business due to the financial authorities' principle of "separation of finance and virtual assets (separation of traditional financial operators and virtual asset operators)."

Naver headquarters in Seongnam, Gyeonggi-do. Photo = Reporter Lim Jun-seon
Naver headquarters in Seongnam, Gyeonggi-do. Photo = Reporter Lim Jun-seon

In the investment banking (IB) industry, there are concrete rumors that Naver Financial and Dunamu are discussing a comprehensive stock swap. A comprehensive stock swap is a method where one company acquires all shares of another. The parent company issues new shares to distribute to the existing shareholders of the subsidiary, thereby securing 100% ownership of the subsidiary in exchange.

On September 25, Naver disclosed, "Naver Financial is discussing various forms of cooperation with Dunamu, including stock swaps, in addition to stablecoins and unlisted stock trading," but added, "No additional cooperation details or methods have been finalized." However, the atmosphere in the IB industry treats Naver Financial's acquisition of Dunamu as a foregone conclusion.

The securities industry expects the synergy between Naver Financial and Dunamu to be significant. Lee Jun-ho, a researcher at Hana Securities, evaluated, "The synergy between the two companies is highly likely to make them leaders in stablecoin and cryptocurrency distribution by bridging the physical and digital economies," adding, "Beyond this, opportunities for business expansion have opened up, such as unlisted stock trading, real-world asset (RWA) tokenization, and Security Token Offerings (STO)." Choi Seung-ho, a researcher at DS Investment & Securities, stated, "Through marketing effects via the Naver platform, Dunamu’s market dominance could solidify, increasing its market share."

A-Plus Asset Tower in Seocho-gu, Seoul, where Dunamu's headquarters is located. Photo = Reporter Park Jung-hoon
A-Plus Asset Tower in Seocho-gu, Seoul, where Dunamu's headquarters is located. Photo = Reporter Park Jung-hoon

However, some are voicing concerns. The argument is that Naver-affiliated cryptocurrency businesses may face difficulties due to the financial authorities' principle of "separation of finance and virtual assets." While this principle is not explicitly stated in law, it is implicitly observed. In reality, even major domestic financial firms are unable to enter the cryptocurrency business directly due to this principle.

However, opinions may differ on whether Naver should be viewed as a traditional financial operator. While Naver engages in fintech-related businesses, it does not directly operate businesses like banks or securities firms. This stands in contrast to Kakao, which has Kakao Bank and Kakao Pay Securities as subsidiaries. The financial authorities have not provided a clear interpretation on this matter either.

Researcher Choi Seung-ho explained, "(The separation of finance and virtual assets) is not explicitly stated in law, but it is an implicit rule that has been followed since the implementation of virtual asset regulations in 2017. Because there is no separate law, some in the legal community believe there will be no issues."

Another issue is that it would not be easy for a stablecoin to be listed on Upbit, which is operated by Dunamu, after issuance. This is because the current Virtual Asset User Protection Act states that "a virtual asset operator must not engage in the trading or other transactions of virtual assets issued by itself or its specially related parties." While listing on exchanges other than Upbit is possible, the synergy effect would inevitably be reduced.

A Naver Financial official stated, "Naver and Dunamu have agreed to cooperate, but nothing has been decided regarding the method."

This article was automatically translated by AI. There may be errors compared to the original Korean article.
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