Marco Polo Marine sets $139m shipyard reverse takeover

The deal could give the company up to a 76.8% stake in the enlarged entity.

Marco Polo Marine is set to retain control of its shipyard business through a reverse takeover valued at up to $139m, funded entirely through the issue of new shares in Fuji Offset Plates Manufacturing.

The company has entered into a conditional sale and purchase agreement (SPA) with Fuji Offset Plates Manufacturing for the proposed transaction, which was first announced in May.

Under the SPA, Fuji Offset Plates Manufacturing will acquire all issued shares in Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd.

The two companies own and operate the Group’s shipyard business, including PT Marcopolo Shipyard in Indonesia.

The consideration comprises a base amount of $120m and deferred consideration of up to $19m.

Fuji Offset Plates Manufacturing will issue new ordinary shares at $0.701 each.

Upon completion, the company will issue 171.18 million shares for the base consideration, with up to a further 27.10 million shares available under the deferred consideration.

The issue price represents a 27.5% premium to Fuji Offset Plates Manufacturing’s $0.55 volume-weighted average price on 28 August, the last full trading day before the SPA.

It is also 13.1% above the $0.620 volume-weighted average price on 13 May, before the transaction was first announced, and 23% above the one-month volume-weighted average price of $0.570 up to that date.

The deferred consideration will depend on the shipyard business’ adjusted net profit after tax for the financial years ending 30 September 2026 and 2027.

The aggregate target is $27m, based on $10m for FY2026 and $17m for FY2027.

If the aggregate adjusted NPAT falls short of the target by less than 5%, there will be no adjustment. The deferred consideration is capped at $19m.

Following completion, Marco Polo Marine is expected to own approximately 74.1% of the enlarged share capital of Fuji Offset Plates Manufacturing.

This could rise to approximately 76.8% if the maximum deferred consideration shares are issued before any compliance placement required to meet Catalist shareholding spread and distribution rules.

Fuji Offset Plates Manufacturing will seek shareholder approval to change its name to MPSE Ltd to reflect its new core business.

The transaction will also separate Marco Polo Marine’s shipyard operations into a standalone reporting entity.

As at 30 June 2026, the two target companies had combined unaudited net asset value and net tangible assets of $66.3m on a pre-elimination basis.

Marco Polo Marine reported $41.4m in shipyard segment revenue for the nine months ended 30 June 2026, after intragroup transactions were eliminated at group level.