Marco Polo Marine inks $139m reverse takeover term sheet with Fuji Offset

The total consideration is up to $139m.

Marco Polo Marine Ltd. has entered into a binding term sheet for a proposed reverse takeover involving its shipyard business, in a transaction with Fuji Offset Plates Manufacturing Ltd.

Under the deal, Fuji Offset Plates Manufacturing will acquire 100% of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd, which own and operate Marco Polo Marine’s shipyard assets, including PT Marcopolo Shipyard in Indonesia.

The total consideration is up to $139m, comprising $120m base consideration and up to $19m in deferred earn-out payments linked to Adjusted net profit after tax targets for the financial years ending 30 September 2026, and 2027. The shipyard entities may also declare up to $10m in dividends to Marco Polo Marine before completion.

Payment will be made entirely via issuance of new shares in Fuji Offset Plates at $0.701 per share.

Upon completion, Marco Polo Marine is expected to hold about 74.1% of the enlarged company, rising to up to 76.8% if maximum deferred shares are issued.

As part of the restructuring, Fuji Offset Plates Manufacturing intends to seek shareholder approval to rename the company “MPSE Ltd.” to reflect its new core business focus.

Marco Polo Marine said the proposed transaction marks a key milestone in its strategy to unlock shareholder value by crystallising the intrinsic value of its shipyard assets at a premium to book value.

Post transaction, the shipyard business will be separately listed, with full revenue recognition and improved transparency. It will also gain independent access to capital markets to fund expansion, including offshore wind-related projects.