Marco Polo Marine has entered into a conditional sale and purchase agreement with Fuji Offset Plates Manufacturing for a reverse takeover valued at up to SG$139 million ($110 million).
Under the agreement, Fuji Offset Plates Manufacturing will acquire Marco Polo Shipyard and MP Marine, which own and operate Marco Polo Marine’s shipyard operations in Indonesia.
The consideration comprises a base payment of SG$120 million and up to SG$19 million in earn-out consideration, to be settled through the issue of new shares at SG$0.701 each.
Following completion, Marco Polo Marine is expected to hold a 74.1 per cent controlling interest in the enlarged entity. This would increase to 76.8 per cent if all deferred consideration shares are issued.
For the nine months ended June 30, the shipyard business reported unaudited revenue of SG$72.8 million and net profit after tax of SG$10.6 million. The earn-out remains conditional on the business achieving an aggregate adjusted net profit after tax of SG$27 million across the financial years ending September 30, 2026 and September 30, 2027.
Fuji Offset Plates Manufacturing plans to seek shareholder approval to rename itself MPSE and will divest or wind down its existing business segments within one year of completing the transaction.
Completion remains subject to regulatory clearances from the Singapore Exchange and Securities Industry Council, as well as shareholder approval at extraordinary general meetings of both companies. The parties have until June 30, 2027, to satisfy or waive the conditions precedent, after which the agreement will terminate.
Marco Polo Marine said the transaction would create a separate capital-raising platform for its shipyard business, allowing it to fund expansion without issuing additional shares at the parent-company level.