[E-Daily Reporter Yun Junghoon ] The timeline for the merger between Naver Financial and Dunamu through a comprehensive stock swap has been postponed once again to the end of the first quarter of next year. This is believed to be the result of a combination of factors, including prolonged government approval procedures—such as the Fair Trade Commission’s review of the business combination and the financial authorities’ approval of the change in major shareholders—as well as delays in the National Assembly’s deliberations on enacting the Framework Act on Digital Assets.

According to the Financial Supervisory Service’s electronic disclosure system on the 7th, Naver (NAVER(035420)) announced through a corrected disclosure regarding the “Decision on Stock Exchange and Transfer” by its subsidiary Naver Financial that the date of the stock exchange with Dunamu has been changed from December 31, 2026, to March 31, 2027.

Consequently, the scheduled date for the shareholders’ meeting has been postponed from November 19 to February 26 of next year, and the period for exercising the right to demand the purchase of shares has also been adjusted to run from February 26 to March 18 of next year.

The two companies had originally planned to exchange shares on June 30, but this marks the third postponement, following previous delays on September 30 and December 31.

Impact of Delays in Government Approval and National Assembly Debate on the Digital Asset Act

The main reason cited for this latest postponement is the delay in the government’s approval process. In order for Naver Financial to make Dunamu a wholly-owned subsidiary, it must undergo strict government licensing and approval processes, including: △ approval of the business combination by the Fair Trade Commission; △ approval of the change in Naver Financial’s major shareholder and notification of concurrent business operations under the Credit Information Act; and △ acceptance of the notification regarding the change in Dunamu’s major shareholder under the Specific Financial Information Act (SFIA).

In addition, the direction and pace of legislation for the “Digital Asset Framework Act”—the second phase of virtual asset legislation currently under discussion in the National Assembly—are also affecting the timing of the transaction’s completion. In its disclosure, Naver stated, “The content of the relevant laws and regulations to be enacted and implemented in the future may affect the progress or outcome of this comprehensive stock swap.”

IPO Schedule Delays Inevitable… “No Change in the Purpose or Direction of the Transaction”

As the stock swap schedule has been postponed repeatedly, the initial public offering (IPO) schedule for Naver Financial—which was slated to proceed following the merger—is also expected to be delayed accordingly. The two companies had agreed through a Shareholders’ Agreement (SHA) to form an IPO committee within one year of the transaction’s completion and to complete the listing within five years.

However, regarding concerns raised in some market circles that the deal might fall through, the company maintains that the fundamental direction of the transaction remains unchanged.

A Naver Financial official stated, “The delay is due to the time required for the Fair Trade Commission’s merger approval,” adding that there is no major issue.