Executives from Naver, Naver Financial and Dunamu speak at a joint press conference held at Naver 1784 in Seongnam, Gyeonggi Province, in November last year. From left: Park Sang-jin, CEO of Npay; Choi Su-yeon, CEO of Naver; Lee Hae-jin, chairman of Naver's board of directors; Song Chi-hyung, chairman of Dunamu; and Oh Kyung-seok, CEO of Dunamu. [Naver]
Executives from Naver, Naver Financial and Dunamu speak at a joint press conference held at Naver 1784 in Seongnam, Gyeonggi Province, in November last year. From left: Park Sang-jin, CEO of Npay; Choi Su-yeon, CEO of Naver; Lee Hae-jin, chairman of Naver's board of directors; Song Chi-hyung, chairman of Dunamu; and Oh Kyung-seok, CEO of Dunamu. [Naver]

The timeline for the merger of Naver Financial and Dunamu has been pushed back once again, with the comprehensive share swap needed to make Dunamu a wholly owned subsidiary now delayed to year-end.

Naver disclosed Monday that the share swap date for Naver Financial's acquisition of Dunamu has been moved from Sept. 30 to Dec. 31. The shareholder meeting, previously scheduled for Aug. 18, has also been rescheduled to Nov. 19.

The share swap is the mechanism by which Naver Financial will absorb Dunamu as a 100 percent subsidiary. Completing the deal requires a series of regulatory approvals, including merger clearance from the Korea Fair Trade Commission, approval for a change of major shareholder at Naver Financial along with a concurrent business registration, and acceptance of a major shareholder change notification at Dunamu.

Naver Financial and Dunamu announced the comprehensive share swap plan in November last year, citing a need to identify new business opportunities in a rapidly shifting fintech market. Naver Financial said at the time that it would pursue a stock market listing after completing the swap, and planned to establish an initial public offering committee within one year of the deal's close.

With the swap timeline pushed back again, the prospects, schedule and execution plan for Naver Financial's listing have become increasingly uncertain.

This is not the first time the two companies have delayed their merger schedule. Earlier this year, Naver Financial and Dunamu postponed the share swap once to account for the Fair Trade Commission's review process. At that point, the swap date was moved from June 30 to Sept. 30, and the shareholder meeting from May 22 to Aug. 18.

"Both companies are actively cooperating with the Fair Trade Commission's review and are faithfully explaining the rationale and necessity of this transaction, which aims to build competitiveness in the global digital finance market," a Naver Financial official said. "We will continue to communicate closely with the authorities and do our utmost to ensure the deal is concluded smoothly."

A Dunamu official also said the company is "sincerely explaining the purpose of the combination to secure global competitiveness during a paradigm shift in digital finance."


chami@heraldcorp.com