Marco Polo Marine has entered into a binding term sheet with Fuji Offset Plates Manufacturing (FOPM) for a proposed reverse takeover transaction.
Under the agreement, FOPM will acquire all issued share capital of Marco Polo Shipyard and MP Marine, which wholly own and operate Marco Polo Marine's shipyard business, including Marcopolo Shipyard in Indonesia.
The consideration for the proposed transaction is up to SG$139 million (US$109 million), comprising a base consideration of SG$120 million (US$94 million) and a deferred consideration of up to SG$19 million (US$15 million).
The deferred consideration is structured as an earn-out, dependent on the target companies achieving specific adjusted net profit after tax targets for the financial years ending September 30, 2026, and 2027.
In addition, the target companies may declare up to SG$10 million (US$7.8 million) in aggregate dividends to Marco Polo Marine prior to completion, providing additional cash to the group on top of the share consideration.
Upon completion of the proposed transaction, Marco Polo Marine is expected to hold a controlling interest of approximately 74.1 per cent in the enlarged issued and paid-up share capital of the purchaser, which may rise to up to approximately 76.8 per cent upon the subsequent issuance of the maximum number of deferred consideration shares.
To reflect its new core business, the purchaser will seek shareholder approval to change its name to MPSE.
"By spinning off our shipyard business into a separately listed entity, we are unlocking its intrinsic value and providing it with an independent platform to accelerate its growth," said Sean Lee, Executive Director and Chief Executive Officer of Marco Polo Marine.
"With the ongoing expansion of our offshore wind operations and our active fleet renewal programme, the shipyard is well positioned for robust, sustained growth. This structure not only enhances earnings visibility for the market but also ensures that our shareholders continue to benefit from the shipyard's success, as we will remain a controlling shareholder of the enlarged entity."
