Naver said in a regulatory filing on Wednesday that it plans to pursue an initial public offering of its fintech arm Naver Financial following a share swap with Upbit operator Dunamu, although key details remain unsettled.
The two companies agreed to set up a joint committee within a year after completing the share exchange to prepare for the IPO, aiming to go public within five years. The timeline could be extended by up to two years if necessary.
Naver, however, kept its options open. “The listing plan, including timing and structure, has not been finalized,” a Naver official said. “We will make a decision after taking market conditions and regulatory developments into account.”
The official added that the disclosure was meant to “enhance investor protection and improve predictability,” stressing that the timeline is not a binding commitment.
Dunamu has taken a similar line. Speaking at last month’s annual general meeting, CEO Oh Kyoung-suk said the company would “actively push for a listing once the deal is completed,” adding that “both domestic and overseas markets are under consideration.”
Chief Financial Officer Nam Seung-hyun called the five-year window “a contractual deadline,” saying preparations would begin immediately after the transaction closes so the company can “move to market without delay.”
Naver Financial and Dunamu agreed in November to merge through a comprehensive share swap, under which Naver Financial will hold a 100 percent stake in Dunamu. Market expectations have centered on a possible overseas listing, including on the US' tech-heavy Nasdaq.
The schedule has since slipped by about three months, partly due to a prolonged merger review by the Fair Trade Commission. Naver said it has rescheduled the shareholder meeting for the share swap from May 22 to Aug. 18, with the completion date pushed back from June 30 to Sept. 30.
Uncertainty over Korea's proposed Digital Asset Basic Act is another factor. The bill includes provisions that could cap ownership stakes held by major shareholders of cryptocurrency exchanges. “Depending on how the legislation is finalized, the deal structure and timeline could be affected,” a Naver Financial official said.
Wednesday filing also confirmed that Naver will retain control over Naver Financial by securing voting rights through agreements with investors, maintaining its status as a consolidated subsidiary.
Both sides are expected to continue their existing businesses after the share swap while stepping up operational cooperation. Additional restructuring options are also under review, with specific decisions — including the IPO timetable — to be finalized through board resolutions.
yeeun@heraldcorp.com
