Samsung Financial affiliates consider acquiring Dunamu stake held by Kakao… deal seen at around 1 trillion won

More than half of Kakao Investment’s 10.58% stake… “Nothing has been decided”

Samsung Financial affiliates are reviewing a plan to acquire part of the Dunamu stake held by Kakao Investment, Dunamu’s third-largest shareholder. With a shareholders’ meeting set for May to approve a share swap between Dunamu and Naver Financial, the transaction is expected to take the form of Samsung Financial splitting and buying Kakao Investment’s existing shares—widely seen as a “big deal” worth more than 1 trillion won.

According to the investment banking (IB) industry on the 15th, Samsung Financial affiliates including Samsung Life Insurance and Samsung Securities are said to have held discussions with Kakao Investment regarding a transaction in Dunamu’s existing shares. A proposal to buy 8% out of Kakao Investment’s 10.58% stake in Dunamu is said to be the leading option. Samsung Financial is also said to have previously reviewed acquiring Dunamu shares held by Woori Technology Investment (7.1%) and Hanwha Investment & Securities (5.94%).

Market watchers say the acquisition price will be set around, or slightly above, Dunamu’s appraisal-rights price per share (439,252 won), which is tied to the ongoing share-swap plan with Naver Financial. If the price were lower than the appraisal-rights level, Kakao Investment would have little reason to sell via a route other than exercising appraisal rights. Based on this, the deal size is projected at around 1 trillion won.

If the transaction is completed, it is viewed as a “win-win” for both Samsung and Kakao. For Samsung Financial affiliates, it could be an opportunity to expand from traditional finance into new businesses such as digital assets and stablecoins. Samsung Financial affiliates comprise regulated financial institutions spanning insurance (life and non-life), cards, securities and asset management. Kakao Investment, an early investor in Dunamu, could also pursue an exit (recouping its investment) and use the trillion-won cash proceeds from the stake sale to seek new investments.

Dunamu is currently pursuing a comprehensive share swap with Naver Financial to become a wholly owned subsidiary (100%). In the share-swap process, Dunamu’s enterprise value was assessed at 15 trillion won and Naver Financial’s at 5 trillion won, setting the value ratio at 1 to 3. The exchange ratio, factoring in shares outstanding, was finalized at 1 to 2.5. The structure is such that Dunamu shareholders receive 2.5 shares of Naver Financial for each share of Dunamu.

Dunamu shareholders opposed to the share swap can receive cash instead of Naver Financial shares by exercising appraisal rights. Given that Naver and Kakao are competitors, it was a natural step for Kakao Investment to unwind its Dunamu position through appraisal rights.

However, a key variable is that the share swap itself could be called off if total appraisal-rights exercises by Dunamu shareholders exceed 1.2 trillion won. Even if Kakao Investment exercises rights on only 8% of its stake, the share-swap agreement between the two companies would be cancelled. For this reason, ahead of Dunamu’s shareholders’ meeting in May, speculation emerged that the Naver–Dunamu camp would help place shares held by Kakao Investment and other existing Dunamu shareholders with a friendly third party.

Recently, financial firms have been active in acquiring stakes in digital-asset exchanges. Mirae Asset Group signed a memorandum of understanding (MOU) last month to acquire stakes in Korbit held by its largest shareholder NXC (60.5%) and second-largest shareholder SK Planet (31.5%). The deal size is around 100 billion won. However, an unexpected variable could arise as the government is pushing a plan to cap stakes held by major shareholders of virtual-asset exchanges at 15–20%, similar to the level for alternative trading systems (ATS) under the Capital Markets Act.

Regarding the Dunamu stake acquisition, a Samsung Life Insurance official said, “We are not currently in discussions with Kakao Investment regarding a transaction in Dunamu’s existing shares.” A Kakao official said, “Nothing has been decided at this time.”

Reporter Song Eun-kyung (norae@hankyung.com)