Marco Polo Marine Ltd. (5LY) said on May, 15 2026 that it has signed a binding term sheet for a reverse takeover of Catalist-listed Fuji Offset Plates Manufacturing Ltd, valuing the marine group’s shipyard business at up to 139 million Singapore dollars.

Under the proposal, Fuji Offset Plates will acquire 100% of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd for a base consideration of 120 million Singapore dollars, plus as much as 19 million Singapore dollars in deferred earn-out payments linked to adjusted net profit after tax targets for the financial years ending Sep, 30 2026 and 2027.

The entire consideration will be paid in new Fuji Offset Plates shares issued at 0.701 Singapore dollar each. On completion, Marco Polo Marine is expected to own about 74.1% of the enlarged entity, potentially rising to 76.8% if all deferred shares are issued. The target companies may also declare up to 10 million Singapore dollars of dividends to Marco Polo Marine before completion.

Fuji Offset Plates intends to seek shareholder approval to rename itself “MPSE Ltd.” after the deal closes, creating a separately listed platform focused on shipbuilding, repair and related services at PT Marcopolo Shipyard in Indonesia.

Marco Polo Marine said the transaction will unlock the shipyard’s intrinsic value, provide clearer earnings visibility—particularly for work on the group’s offshore wind support vessels—and give the shipyard direct access to capital markets while allowing existing investors to retain exposure through Marco Polo Marine’s controlling stake.

The deal is conditional on a definitive sale-and-purchase agreement, regulatory clearances including a whitewash waiver from the Securities Industry Council, and shareholder approvals at forthcoming extraordinary general meetings of both companies.