'Dunamu + Naver' pushed back to next March... “No change in direction of merger”

[Financial News] The schedule for a share exchange to merge Dunamu and Naver Financial has been postponed once again. The share exchange was initially slated for September this year, but after being pushed back once to December, it has now been delayed until March next year.
Dunamu said in an amended filing on the 7th that the date of its share exchange with Naver Financial, a subsidiary of Naver, had been changed to March 31 next year.
Following the schedule change, the record date for determining shareholders was moved from October 22 this year to January 18 next year. The period for notifying the companies of opposition to the share exchange runs from February 11 to 25 next year. An extraordinary general meeting of Dunamu shareholders to approve the share exchange agreement is scheduled for the 26th of that month. Dissenting shareholders may exercise their appraisal rights from February 26 to March 18, and payment for the shares is scheduled for March 25.
The exchange terms remain unchanged. For each Dunamu share, shareholders will receive 2.5422618 shares of Naver Financial. The per-share exchange values, calculated using the discounted cash flow method, are 439,252 won for Dunamu and 172,780 won for Naver Financial. The ratio of the two companies’ equity values was assessed at 3.064569 to 1.
Once the share exchange is complete, Naver Financial will become the wholly owning parent company and Dunamu its wholly owned subsidiary. The two companies will retain their separate legal identities and existing businesses while being reorganized into a 100% parent-subsidiary relationship.
Dunamu plans to cancel treasury shares, including shares acquired through the exercise of appraisal rights, before the share exchange date. Treasury shares other than those to be granted to employees as restricted stock units (RSUs) will not be exchanged for Naver Financial shares. Accordingly, the capital reduction record date has also been postponed from December 30 this year to March 30, 2027. The period for creditors to submit objections runs from February 26 to March 26 next year.
The capital reduction will cover up to 2,731,916 common shares, equivalent to 7.8% of the shares currently issued. Assuming the full amount is canceled, Dunamu’s issued shares will fall from 34,865,870 to 32,133,954, and its capital stock will decrease from 3,486,587,000 won to 3,213,395,400 won.
The actual number of shares canceled will depend on the results of the exercise of appraisal rights and other factors. Dunamu said the number of shares subject to the capital reduction had not been finalized as of the filing date, and that if its treasury shares on the capital reduction record date fall short of the limit, the post-reduction capital stock, number of issued shares and reduction ratio will also change.
Factors that could determine whether the share exchange goes through remain. If shareholders of Dunamu or Naver Financial exercise appraisal rights for shares worth 1.2 trillion won or more at either company, a condition precedent to closing the transaction would not be met and the agreement could be terminated.
Approval by both companies’ shareholders, the Korea Fair Trade Commission’s approval of the business combination, approval of a change in Naver Financial’s largest shareholder, and acceptance of Dunamu’s report on a change in its largest shareholder are also required.
The possibility of an initial public offering (IPO) by Naver Financial after the share exchange is complete also remains open. Naver, Dunamu and others agreed to form an IPO committee within a year of completion and work toward a swift listing.
Dunamu said that, as of the date of the amended filing, no concrete decisions had been made about whether to pursue an IPO or other restructuring, its timing, or an execution plan.
A Dunamu representative said, “Given the large scale and unusual nature of this transaction, we adjusted the overall schedule after taking into account the progress of the various procedures required to complete it.” The representative explained, “The transaction’s basic structure, purpose and direction have not changed, and we will continue to diligently undertake the procedures required to complete it, including reviews currently underway by the relevant authorities.”

[email protected] Han Yeong-jun Reporter