Korea FTC Flags 10 of 12 Overlaps in Naver's $14.9 Billion Upbit Deal

Korea's antitrust examiners have found competition risks in 10 of the 12 business overlaps created by Naver Financial's roughly 20-trillion-won ($14.9 billion) takeover of Dunamu, the operator of the Upbit crypto exchange. The Fair Trade Commission confirmed the findings on Tuesday, moving one of Korea's largest platform deals closer to a conditional clearance by year-end.

The review team defined 10 affected markets and flagged concerns in all 10 of the flagged horizontal, vertical and conglomerate links between the two businesses, according to the FTC. Only two overlaps — stock investment platforms and online secondhand marketplaces — escaped scrutiny, judged unlikely to substantially restrict competition under the agency's safe-harbor criteria.

On Nov. 6, the examiners sent the companies a review report with proposed remedies and recommended conditional approval. The full commission now decides, and it can tighten the measures if it finds them insufficient. A ruling is expected by year-end.

Which markets drew the flags?

The flagged areas cut across both companies' core businesses:

• Naver Financial's online simple payments
• Dunamu's digital asset exchange
• Naver's search
• Naver's advertising
• Naver's shopping
• Naver's financial MyData services
• Naver's unlisted-share brokerage

That list maps a conglomerate logic the FTC clearly worries about: Naver's traffic and payments rails combined with Korea's largest crypto exchange could let the merged group favor its own services across search, ads and trading.

A stablecoin market that hasn't formed yet

The most unusual part of the review concerns a market that Korean law does not yet permit. Examiners assessed a won-pegged stablecoin issuance market and found the strongest competitive risk there. The worry: a stablecoin issued by the merged group, distributed on Upbit and settled through Naver Pay — a closed loop that could shut out rivals before the market even starts.

Internal materials from the two companies show a strong focus on entering stablecoin issuance, said Jeon Seong-bok, director general of the FTC's merger review bureau. "I don't recall us ever assessing competition concerns in a market that had yet to form," Jeon said.

What remedies are on the table?

The FTC declined to disclose the proposed remedies, calling them preliminary. Seoul Economic Daily reported that industry observers expect bans on discriminating against competitors in areas such as online advertising and payments, and on barring preferential treatment for Upbit within the combined platform.

The full commission holds the final word. If it deems the examiners' measures insufficient, it can impose stricter conditions before clearing the deal.

The deal itself

Naver Financial would acquire all of Dunamu in an all-stock swap, with Dunamu shareholders receiving about 2.54 Naver Financial shares per share. The Korea Herald put the combined platform's value at about 20 trillion won, or $14.9 billion.

The timeline is tight. The companies filed with the FTC on Nov. 28, 2025, and the share swap is scheduled for Dec. 31 — meaning the commission's year-end ruling lands just as the transaction closes.

Naver said it cooperated with the review and argues the merger would open overseas growth opportunities and strengthen Korea's digital asset industry. The company's framing positions the combined entity as a national champion in digital assets; the FTC's framing treats it as a bundle of 10 contested markets.

Both framings will be tested in the final ruling. If the commission imposes discrimination bans across payments, advertising and crypto trading, the deal's clearance terms will set the template for how Korea regulates platform-to-finance mergers — including in markets, like won stablecoins, that have yet to launch.