Marco Polo Marine inks agreement for S$139 million RTO of Fuji Offset Plates Manufacturing

[SINGAPORE] Marco Polo Marine has inked a conditional sale and purchase agreement with Catalist-listed Fuji Offset Plates Manufacturing for the proposed reverse takeover of its shipyard business, valued at up to S$139 million.

The announcement on Monday (Sep 7) follows a binding term sheet signed on May 15, with key commercial terms remaining substantially unchanged.

Under the agreement, Fuji Offset Plates – which will be renamed MPSE upon completion – will acquire Marco Polo Shipyard and MP Marine.

Together, these entities own and operate Marco Polo Marine’s shipyard operations, including Marcopolo Shipyard in Batam, Indonesia.

Deal structure

The proposed transaction involves a total consideration of up to S$139 million, comprising a S$120 million base consideration and a deferred consideration capped at S$19 million.

This consideration will be satisfied entirely through the issuance of new ordinary shares in the enlarged entity at an issue price of S$0.701 per share.

Around 171.2 million shares will be issued in satisfaction of the base consideration. Up to a further 27.1 million shares will be issued in satisfaction of the deferred consideration.

Marco Polo Marine expects to hold an initial controlling stake of 74.1 per cent, which could rise to 76.8 per cent upon full issuance of the deferred consideration shares.

The S$0.701 issue price represents a 27.5 per cent premium to Fuji Offset’s volume-weighted average price (VWAP) of S$0.55 on Aug 28, 2026 (the last trading day preceding the agreement), and a 13.1 per cent premium to its S$0.62 VWAP on May 13.

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The earn-out mechanism requires the shipyard business to achieve an aggregate adjusted net profit of S$27 million across FY2026 (S$10 million target) and FY2027 (S$17 million target).

Financial performance and strategic rationale

“By creating a separately listed entity for the shipyard business, the proposed transaction establishes a transparent platform for future growth,” Marco Polo Marine said.

“Currently, a substantial portion of the shipyard’s revenue from intragroup projects – such as the group’s fleet renewal programme and its expansion into offshore wind support – is eliminated upon consolidation at the group level.”

“Following completion, all revenue will be fully reportable and visible to the market, providing investors and analysts with clear visibility into the shipyard business’s earnings capacity and its strategic role in the offshore wind sector,” the company said.

The shipyard business held an order book of S$298.5 million as at Mar 31, 2026.

In the nine months of FY2026 up to Jun 30, the shipyard recorded unaudited combined revenue of S$72.8 million and a net profit of S$10.6 million, a turnaround from an FY2025 net loss of S$2.5 million and S$61 million in revenue.

“The proposed transaction will also establish an independent capital-raising platform for the shipyard business, enabling it to fund future growth and expansion based on its own market capitalisation and financial performance, without diluting Marco Polo Marine’s shareholders,” the company added.

On a pro-forma basis as at Sep 30, 2025, Marco Polo Marine’s net tangible asset per share is expected to rise from S$0.0636 to between S$0.0698 and S$0.0702.

“Placing that business on its own listed platform gives the market full visibility of its earnings and gives the business its own access to capital, while our shareholders continue to participate through our controlling stake,” said Sean Lee, executive director and CEO of Marco Polo Marine.