Singapore-listed Marco Polo Marine is moving to spin off and separately list its shipyard business through a proposed reverse takeover deal valued at up to S$139m ($108.5m).
The regional offshore and marine logistics player said it had signed a binding term sheet with Fuji Offset Plates Manufacturing for the sale of its shipyard subsidiaries Marco Polo Shipyard and MP Marine.
The transaction would see the purchaser renamed MPSE after completion, creating a separately listed platform focused on shipbuilding, repair and offshore marine services.
Marco Polo Marine said the move is aimed at unlocking the value of its shipyard operations, including PT Marcopolo Shipyard in Batam, Indonesia, while improving earnings visibility for investors.
The deal includes a base consideration of S$120m plus a deferred earn-out component of up to S$19m tied to profit targets for the 2026 and 2027 financial years.
Payment will be made entirely through the issuance of new shares in the purchaser at S$0.701 per share. Upon completion, Marco Polo Marine is expected to own about 74.1% of the enlarged company, potentially rising to 76.8% if all deferred consideration shares are issued.
The company said the new structure would allow the shipyard business to raise capital independently while keeping Marco Polo Marine in control.
Chief executive Sean Lee said the transaction would provide the shipyard with “an independent platform to accelerate its growth”, adding that the spin-off would also allow investors to better see the earnings contribution from intragroup work tied to fleet renewal and offshore wind vessel activity, revenue that is currently eliminated under consolidated reporting.
Marco Polo Marine has increasingly shifted part of its focus toward offshore wind support work in Asia, particularly through its offshore support vessel fleet operating in markets including Taiwan and Southeast Asia.
The group’s Batam shipyard spans around 34 hectares and includes four dry docks capable of handling mid-sized and more sophisticated vessels.
The proposed transaction comes as offshore wind activity across Asia continues to generate fresh demand for support vessels, conversions and repair work, giving regional yards new opportunities outside the traditional oil and gas cycle.
The reverse takeover remains subject to due diligence, regulatory approvals and shareholder consent from both companies, alongside a whitewash waiver from Singapore’s Securities Industry Council.
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