Marco Polo Marine (5LY) said on May, 15 2026 that it has signed a binding term sheet with Fuji Offset Plates Manufacturing Ltd for a reverse takeover aimed at carving out and listing its shipyard operations.

Under the proposed deal, Fuji Offset Plates will acquire 100% of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd, which collectively own and run the group’s Batam-based PT Marcopolo Shipyard.

The proposed consideration totals up to 1.39 billion Singapore dollars, comprising a base consideration of 1.20 billion Singapore dollars and up to 190 million Singapore dollars in deferred consideration linked to adjusted net profit targets for the fiscal years ending Sep, 30 2026 and Sep, 30 2027.

Payment will be made entirely in new ordinary shares of Fuji Offset Plates issued at 0.701 Singapore dollars each. Upon completion, Marco Polo Marine expects to hold about 74.1% of the enlarged share capital, increasing to as much as 76.8% if all deferred consideration shares are issued. Before completion, the target companies may distribute dividends of up to 10 million Singapore dollars to Marco Polo Marine.

Following the transaction, Fuji Offset Plates intends to seek shareholder approval to change its name to “MPSE Ltd.” The standalone listing is expected to provide greater earnings transparency for the shipyard business and facilitate direct access to capital markets while allowing Marco Polo Marine’s existing shareholders to retain exposure through its controlling stake.

The deal is subject to the execution of definitive agreements, satisfactory due-diligence results, approvals from the Singapore Exchange and the Securities Industry Council for a whitewash waiver, and approval from the shareholders of both companies at forthcoming extraordinary general meetings.