Naver Drops Baemin; Uber's Tender Is Now the Only Deal on the Table Until 2027

Three filings filled four months

On September 17, Naver's follow-up filing on the Baemin acquisition reports said the company had reviewed buying a stake in Baedal Minjok and decided not to proceed because of changes in the business environment. The first reports appeared on May 19. Naver's initial response to the exchange's inquiry said it was reviewing various options to strengthen its competitiveness and nothing had been decided, and in June it extended the deadline for a follow-up filing to September 17, saying the question was still open. The third filing, delivered on that deadline, is the answer.

The structure discussed in May was a consortium of Uber and Naver buying the 100% stake in Woowa Brothers, Baemin's operator, held by Delivery Hero. According to Platum, the market talked about Uber taking around 80% and Naver around 20%, with some expecting Naver to end up below 20%. The Korea Economic Daily put the figure being discussed at 8 trillion won. Naver's filing cites only changes in the business environment and does not say what changed.

Uber meanwhile agreed to buy all of Delivery Hero

Uber's moves ran on a separate track. Platum reports that in May, Uber bought Delivery Hero shares in a series of purchases, became the largest shareholder and proposed a deal at €33 per share. On July 16, Uber signed a business combination agreement with Delivery Hero and announced a takeover offer for the whole company at €41.50 per share. Uber valued that at $14.8 billion for 100% of the equity, or $13.7 billion after the stake it already owned.

The acceptance period opened on August 27 with publication of the offer document and closes on November 5. The offer requires acceptances for 50% plus one share of the share capital excluding treasury shares, and the shares Uber already owns count toward that number. At publication, Uber said it held about 24.77% of the voting shares directly and had exposure to a further 11.74% through equity derivatives, and that with Prosus's irrevocable commitment to tender the total came to about 53%. Settlement is targeted for the second half of 2027, after merger control and financial regulatory clearances.

Fourteen markets are sold, fifty are kept

The structure Uber laid out in July has two parts. Delivery Hero has separately agreed to sell operations in 14 markets to SSW Partners, a New York investment partnership: foodora in Austria, Czechia, Norway and Sweden; efood in Greece; Foody in Cyprus; Glovo in Moldova, Poland, Portugal, Romania and Spain; PedidosYa in Chile and Ecuador; and Yemeksepeti in Turkey. Uber said those 14 markets generate $11 billion in gross bookings. The sale is a separate transaction but is conditional on the tender offer closing.

The remaining 50 markets stay with Uber. They generate $42 billion in gross bookings, and Uber named Korea under Baedal Minjok among them, alongside foodora, foodpanda, Glovo, Hungerstation, PedidosYa and talabat across Asia, the Middle East, Africa and Latin America. Platum described the 14 markets being sold as the ones that overlap with Uber Eats. By that rule, overlap is sold and non-overlap is kept, and Korea is on the keep side. Once the deal closes, Uber's platform expands to 99 markets, and the number of markets offering both mobility and delivery rises from 34 to 58.

What to watch during the year the counterparty stays the same

For merchants selling through Baemin and for the delivery, advertising and payments companies contracted to it, nothing has changed yet. The counterparty is still Woowa Brothers, and the owner changes not when the tender closes in November but when clearances are complete in the second half of 2027. For more than a year, Baemin will operate as a company with a pending acquisition. With Naver, the domestic bidder, out of the picture, an alternative would take time to appear if this deal fell through.

Two places deserve attention. One is the scope of approvals. Uber listed merger control clearances as a closing condition without saying which jurisdictions are involved. Since the Korean business is part of what is being acquired, any review in Korea, and the conditions attached to it, would be the first variable to reach how Baemin operates. The other is branding. Uber listed the 50 retained markets by their existing brand names, and the announcement contains no integration plan. Whether Baemin becomes Uber Eats or stays a separate brand cannot be read from the documents published so far.

The acceptance period ends on November 5, and the result will show what share Uber actually holds. What a team that sells through Baemin can write down now is the change-of-control clause in its contract and which legal entity its settlement terms are made out to.