Spain’s competition watchdog has approved the acquisition of online marketplace Wallapop by South Korean technology group Naver, clearing the transaction without conditions in the first phase of its merger control review. The decision, adopted in mid-January, removes a key regulatory obstacle for a deal that has been closely watched by investors and the European tech community.
Naver notified the Spanish National Markets and Competition Commission of the transaction at the beginning of the year, and the authority concluded its assessment within days. The swift approval reflects the limited overlap between the parties’ activities in Spain. Aside from its long-standing minority shareholding in Wallapop, Naver does not operate significant businesses or hold material assets in the country, a factor that helped dispel competition concerns.
The transaction will give Naver sole control over Wallapop, a Barcelona-based consumer-to-consumer platform that has become one of Spain’s best-known online marketplaces. Already a shareholder since 2021, Naver is set to acquire the remaining shares through an additional investment of around KRW 605 billion, equivalent to roughly $410 million. The deal places Wallapop’s valuation at just over €600 million before new capital, with the post-transaction value estimated at close to €650 million. (AimGroup)
That figure marks a sharp decline from the valuation achieved in Wallapop’s most recent funding round in March 2024, when the company was valued at more than €800 million. The reduced price has fuelled discontent among several minority shareholders, including private equity firm 14W, who argue that the agreed terms favour Naver at their expense. Together, these investors hold about one-fifth of Wallapop’s share capital and have challenged the board’s decision-making process.
While the Spanish regulator’s clearance confirms that the acquisition raises no competition issues under national merger rules, it does not resolve the underlying shareholder dispute. Wallapop has so far declined to comment on whether the legal challenges surrounding the shareholder vote have been settled, maintaining only that the transaction continues to move forward in line with regulatory requirements.
From a regulatory standpoint, however, the case is now closed. The CNMC examined the deal under Spain’s merger control framework, focusing on activities in online retail, information services and web portals, and concluded that the change to sole control would not harm effective competition. As a result, attention now turns to the remaining corporate and legal hurdles as Naver moves to complete its full takeover of Wallapop.