Marco Polo Marine to spin-off shipyard business in reverse takeover

The company announced today (15 May 2026) that it will spin-off the operation via a proposed reverse takeover with Fuji Offset Plates Manufacturing Ltd, a company listed on the Catalist Board of the SGX-ST.

Under the agreement, the purchaser will acquire all issued share capital of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd, which wholly own and operate the group’s shipyard business, including PT Marcopolo Shipyard in Indonesia. 

In a statement, Marco Polo Marine said the proposed transaction “is a significant milestone in Marco Polo Marine’s strategy to maximise shareholder value”, crystallizing the value of the shipyard assets at a substantial premium to their book value.

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

Currently, a substantial portion of the shipyard’s revenue from intragroup projects, such as the group’s fleet renewal and expansion into offshore wind support, is eliminated upon consolidation. Post-transaction, all revenue will be fully reportable, providing investors with clear visibility into the shipyard’s earnings capacity and its strategic role in the offshore wind sector.

The spin-off 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 without diluting Marco Polo Marine’s shareholders. 

Marco Polo Marine chief executive Sean Lee described the transaction as “a pivotal milestone” for the company. “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. With the ongoing expansion of our offshore wind operations and our active fleet renewal programme, the shipyard is well-placed 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.”

The consideration for the proposed transaction is up to S$139.0M, comprising a base consideration of S$120.0M and a deferred consideration of up to S$19.0M. The deferred  consideration is structured as an earn-out, dependent on the shipbuilding businesses achieving specific adjusted net profit after tax targets for the financial years ending 30 September 2026, and 2027. In addition, the target companies may declare up to S$10.0M in aggregate dividends to Marco Polo Marine prior to completion, providing additional cash to the group on top of the share consideration.

The consideration will be satisfied entirely by the allotment and issuance of new ordinary shares in the capital of the purchaser at an issue price of S$0.701 per share. On completion of the transaction, Marco Polo Marine is expected to hold a controlling interest of approximately 74.1% in the enlarged issued and paid-up share capital of the purchaser.

On completion of the deal, the purchaser will be renamed MPSE Ltd.