Marco Polo Marine plans to separate and list its shipyard business through a proposed reverse takeover transaction valued at up to S$139.0 million.
The Singapore-listed offshore vessel operator and shipbuilder has signed a binding term sheet with Fuji Offset Plates Manufacturing Ltd, a company listed on the Catalist Board of the SGX-ST. Under the proposed transaction, Fuji Offset Plates Manufacturing Ltd will acquire all issued share capital of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd.
The target companies own and operate the group’s shipyard business, including PT Marcopolo Shipyard in Indonesia.
The proposed consideration totals up to S$139.0 million, consisting of a base consideration of S$120.0 million and deferred consideration of up to S$19.0 million. The deferred component will depend on the target companies meeting adjusted net profit after tax targets for the financial years ending 30 September 2026 and 30 September 2027.
Prior to completion, the target companies may also declare aggregate dividends of up to S$10.0 million to Marco Polo Marine, providing additional cash proceeds alongside the share consideration.
The transaction will be settled entirely through the issuance of new ordinary shares in Fuji Offset Plates Manufacturing Ltd at an issue price of S$0.701 per share. Following completion, Marco Polo Marine is expected to hold approximately 74.1% of the enlarged issued share capital of the purchaser. The stake could increase to around 76.8% if the maximum deferred consideration shares are issued.
Following the transaction, Fuji Offset Plates Manufacturing Ltd intends to seek shareholder approval to change its name to MPSE Ltd.
Listed on the Mainboard of the SGX-ST since 2007, Marco Polo Marine operates integrated marine logistics businesses across shipping and shipyard services. Its shipping division charters offshore support vessels in regional markets including the Gulf of Thailand, Malaysia, Indonesia and Taiwan. The group also provides tugboat and barge chartering services for customers in mining, commodities, construction and infrastructure sectors.
