Naver Financial-Dunamu Merger Decision Coming Soon... Deal Heads to KFTC for Final Review

Plenary Meeting to Be Held Soon... Decision on Merger Approval
10 Conglomerate and Vertical Mergers: "Transfer of Market Dominance" at Issue

The Korea Fair Trade Commission (KFTC) will hold a plenary meeting to decide whether to approve the mega-merger between Naver Financial and Dunamu. The regulatory authorities are set to deliver their final decision about a year after receiving the merger filing. The key issues in the review are expected to include concerns about the transfer of platform dominance and the creation of a giant, monopolistic virtual asset ecosystem.

The KFTC’s Bureau of Competition announced on November 10 that it had formally begun the review process by sending its examination report—akin to an indictment—to the parties under review on November 6 regarding the merger Naver Financial and Dunamu are pursuing through a comprehensive share swap. The reviewers concluded that the merger could substantially restrict competition in multiple relevant markets, including South Korea’s online payment services and digital asset exchange markets. Accordingly, after giving the parties under review an opportunity to submit proposed corrective measures, the reviewers submitted the examination report to the Commission. The KFTC plans to hold a plenary meeting soon to make a final decision on whether to approve the merger and, if necessary, what corrective measures to impose. A KFTC official said, “As we stated in our second-half work report, we expect to reach a decision by the end of the year.”

The mega-deal will proceed through a comprehensive share swap under which Naver Financial will acquire all of Dunamu’s issued shares and become its wholly owning parent company, while Dunamu shareholders will receive approximately 2.54 shares of Naver Financial for each Dunamu share. Since receiving the merger filing on November 28, 2025, the KFTC’s reviewers have conducted an in-depth analysis of the complex and wide-ranging conditions in relevant product and service markets. As a result, they defined a total of 10 relevant markets: digital asset exchanges, online payment services, online search portals, online advertising, online shopping, financial MyData services, brokerage of unlisted shares, listed-stock investment platforms, online secondhand trading, and the domestic market for issuing Korean won stablecoins, which is expected to emerge in the future.

Over the course of more than a year, the reviewers closely examined 12 horizontal, vertical, and conglomerate aspects of the merger between companies in different industries. They presumed that the two horizontal mergers in the listed-stock investment platform and online secondhand trading platform markets fell within the safe harbor and would not raise competition concerns. The concern lies in six extensive conglomerate mergers involving the companies’ existing core businesses. Dunamu’s digital asset exchange infrastructure, by far the largest in South Korea, would be combined extensively with Naver’s ecosystem of online payment services, search portals, advertising, shopping, financial MyData services, and unlisted-share brokerage. This could lead to a rapid transfer of market dominance.

The reviewers also focused on the Korean won stablecoin ecosystem that both companies have signaled they plan to enter, identifying four additional significant vertical and conglomerate mergers. Taking action preemptively despite the market not yet existing and the relevant legislation still unfinished in South Korea is highly unusual. The KFTC analyzed two vertical mergers: one between the Korean won stablecoin issuance market and digital asset exchanges, and another between digital asset exchanges and online payment services. It also identified two conglomerate mergers in which the stablecoin issuance market would be linked separately with online payment services and shopping. This could create a vast, closed ecosystem spanning virtual asset issuance, distribution, and payments for in-person shopping, potentially blocking competitors from entering the market.

Based on the materials submitted by the two companies and relevant legislative developments, the KFTC’s reviewers concluded that deferring judgment on the grounds that the market has yet to emerge could lead to a monopoly in the future. They found that the companies’ across-the-board merger, involving leading businesses in multiple markets, could violate Article 9(1) of the Monopoly Regulation and Fair Trade Act. The parties under review therefore submitted voluntary proposed corrective measures to the reviewers to address concerns about restricted competition. Taking those proposals into account, the reviewers included in their examination report recommendations for corrective measures comprising various affirmative and negative obligations. The reviewers’ recommendations do not bind the Commission’s final decision. However, given the merger’s potential impact, industry observers believe a conditional approval with strict restrictions is more likely than simple approval.

This content was produced with the assistance of AI translation services.