Naver Financial-Dunamu merger delayed again as crypto exchange reviews pile up

The planned merger between Naver Financial and cryptocurrency exchange Dunamu has been pushed back to year-end after regulators prolonged their review of the deal, stoking concern across the industry that other pending exchange-related transactions could face similar delays. Analysts say the Korea Fair Trade Commission is unlikely to accelerate its reviews until the legislative direction of a proposed digital assets framework law becomes clearer. Some observers, however, suggest the Fair Trade Commission could wrap up its separate review of Mirae Asset's acquisition of Korbit ahead of the Naver Financial-Dunamu case, given that the former raises comparatively fewer monopoly concerns.

Naver disclosed Monday that it was rescheduling the shareholder meeting for a comprehensive share exchange between its subsidiary Naver Financial and Dunamu from Aug. 18 to Nov. 19, pushing the share transfer date back from Sept. 30 to Dec. 31, according to the Financial Supervisory Service. The two companies had originally planned to complete the share exchange within the first half of this year, but the timeline has now slipped twice. The transaction is the mechanism by which Naver Financial would make Dunamu a wholly owned subsidiary.

With the Naver Financial-Dunamu merger review delayed, industry watchers broadly expect reviews of other exchange-related deals to follow suit. The Fair Trade Commission solicited opinions from about 10 securities firms in March to assess how Mirae Asset Consulting — an affiliate of Mirae Asset Group — acquiring a stake in Korbit might affect market competition. The commission focused particularly on whether Mirae Asset Securities could gain preferential or exclusive access to virtual asset-based exchange-traded funds, or whether it might build an integrated investment platform linking listed equities and virtual assets in ways that could shut out rival brokerages.

"If the Mirae Asset-Korbit case is resolved first, it could raise fairness concerns," said an executive at a financial holding company. "The scale differs, but both are exchange-related mergers, so they are not fundamentally different in character." The executive added that with multiple pending regulatory developments — including the digital assets framework law and amendments to the Act on Reporting and Using Specified Financial Transaction Information — review timelines across the board are likely to slip.

At a meeting between the Financial Supervisory Service governor and virtual asset business CEOs on Thursday, participants exchanged views on regulatory reforms including the implementation of the amended specified financial transaction law. The amendment takes effect Aug. 20 and tightens major shareholder eligibility screening for virtual asset service providers, potentially restricting business operations for companies whose major shareholders have received fines or heavier penalties for violations of the Fair Trade Act or the Capital Markets Act. For Naver, which has a prior conviction and fine under the Fair Trade Act, the restructuring of Dunamu's ownership has become an increasingly sensitive matter.

Some in the industry, however, still believe the Mirae Asset-Korbit deal could be cleared first. Unlike the Naver Financial-Dunamu combination, it raises comparatively fewer concerns about market dominance, and Mirae Asset Consulting — the acquiring entity — is not a financial company, meaning it does not directly run afoul of regulations separating banking and commerce. "Naver and Dunamu are major market players with far more issues to examine," one industry official said. "The possibility that the simpler case gets resolved first cannot be ruled out."