The merger between Naver and Dunamu is facing dual hurdles in the form of major shareholder eligibility reviews and equity regulations, even as Hana Financial Group's equity investment in Dunamu has accelerated the convergence of traditional finance and the digital asset industry.
According to financial industry sources on the 15th, Naver Financial and Dunamu remain under review after filing their business combination application with the Fair Trade Commission (FTC) in November last year. With the FTC's review taking longer than expected, the two companies recently adjusted their merger schedule. The extraordinary shareholders' meeting was pushed back from May 22 to August 18, while the transaction closing date was delayed from June 30 to September 30 — each by approximately three months.
The biggest variable to emerge recently is the amendment to the Act on Reporting and Using Specified Financial Transaction Information (Specified Financial Information Act), which takes effect on August 20. The amendment allows authorities to restrict business operations when major shareholders or executives of virtual asset service providers have prior records of fines or heavier penalties for violations of the Fair Trade Act, the Virtual Asset User Protection Act or the Capital Markets Act.
The industry is watching the possibility that Naver's record could become a variable in the financial authorities' future major shareholder eligibility review, given that the company was fined 200 million won in September last year on charges of violating the Fair Trade Act. "Separate from the FTC's business combination review, an additional gateway remains in the form of the financial authorities' major shareholder eligibility judgment," a financial industry official said. "The actual intensity of the review could vary depending on the policy stance."
The legislative direction of the so-called Phase 2 law also remains uncertain. The National Assembly is currently giving serious consideration to a plan that would limit major shareholder equity holdings in exchanges to a default of 20%, with a maximum of 34% even with government approval. In that case, Naver Financial could be forced to restructure its governance, including selling part of its stake after acquiring Dunamu. "The lower the equity ceiling, the further the structure could move from what was initially planned," said Hong Sung-wook, an analyst at NH Investment & Securities, explaining that in the worst case, the business plan could be disrupted.
That said, the market is also paying attention to the possibility of a shift in the financial authorities' stance following Hana Financial's recent equity investment. Along with the investment, Hana Financial decided to jointly pursue blockchain-based overseas remittances, the establishment of a won-denominated stablecoin ecosystem, and digital asset-based wealth management businesses with Dunamu. Some analysts say that if the combination with Naver Financial also materializes, a mega digital financial alliance could take shape. "Although it is a separate matter from Hana Financial's investment, it can be seen as signaling a trend toward gradually more flexible regulation," Hong said.
