Recently, Singapore-based offshore vessel operator and shipbuilder Marco Polo Marine announced on its official website that it plans to spin off and list its shipyard business separately through a proposed reverse takeover transaction, with a valuation of up to S$139 million.
Marco Polo Marine announced that it has entered into a binding term sheet with Fuji Offset Plates Manufacturing Ltd (the “Purchaser”), a company listed on the Catalist Board of the SGX-ST, for a proposed reverse takeover transaction (the “Proposed Transaction”). Under the agreement, the Purchaser will acquire all issued share capital of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd (collectively, the “Target Companies”), which wholly own and operate the Group’s shipyard business, including PT Marcopolo Shipyard in Indonesia.
The consideration for the Proposed Transaction is up to S$139.0 million, comprising a base consideration of S$120.0 million and a deferred consideration of up to S$19.0 million. The deferred consideration is structured as an earn-out, dependent on the Target Companies achieving specific adjusted net profit after tax (“Adjusted NPAT”) targets for the financial years ending September 30, 2026, and 2027. In addition, the Target Companies may declare up to S$10.0 million 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. Upon completion of the Proposed 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, which may rise to up to approximately 76.8% 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 Ltd.”
Listed on the Mainboard of the SGX-ST since 2007, Marco Polo Marine Ltd is a reputable regional integrated marine logistics company that principally engages in shipping and shipyard operations.
The Group’s shipping business relates to the chartering of OSVs for deployment in regional waters, including the Gulf of Thailand, Malaysia, Indonesia, and Taiwan, as well as the chartering of tugboats and barges to customers, especially those which are engaged in the mining, commodities, construction and infrastructure.