Fuji Offset Plates Manufacturing Ltd and Marco Polo Marine Ltd Announce Major Reverse Takeover Deal
Key Points of the Proposed Transaction
- Fuji Offset Plates Manufacturing Ltd (“Purchaser”) will acquire all issued shares of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd (“Target Companies”), subsidiaries of Marco Polo Marine Ltd (“Vendor”), which own and operate the Vendor’s shipyard business.
- The deal is structured as a reverse takeover (“RTO”) under SGX Catalist rules, and as a “major transaction” under SGX Mainboard rules.
- The transaction is contingent on multiple regulatory and shareholder approvals, including from the SGX-ST, Securities Industry Council (SIC) Whitewash Waiver, and EGMs of both companies.
- The Purchaser will appoint SAC Capital Private Limited as financial adviser and sponsor upon completion.
Transaction Structure and Consideration
- The total consideration for the acquisition is up to S\$139.0 million.
- Consideration will be satisfied entirely by the issuance of new shares in Fuji Offset Plates at S\$0.701 per share.
- This price represents a premium of 13.1% over Fuji’s last market price and 23.0% over the one-month average.
- The consideration is split into:
- Base Consideration: S\$120.0 million, paid with 171,184,022 shares upon completion.
- Deferred Consideration: Up to S\$19.0 million, paid in up to 27,104,136 shares subject to an earn-out formula based on the Target Companies’ net profits after tax (“NPAT”) for FY2026 and FY2027. If the NPAT falls short by less than 5% (S\$1.35m), no adjustment is made. If NPAT is zero or negative, no Deferred Consideration will be paid.
- Maximum total shares to be issued: 198,288,158.
- The Vendor is expected to own around 74.1% to 76.8% of the enlarged Fuji Offset Plates share capital post-transaction, subject to compliance placement (to meet public spread requirements).
Rationale for the Transaction
- For Fuji Offset Plates:
- Current business segments (Printing Cylinders, Investment Holding, Property Development) face challenging outlooks.
- The acquisition provides access to the shipbuilding industry with a robust order book (~S\$298.5m as of March 2026) and a dynamic management team.
- Transaction structure aligns Vendor’s interests with existing shareholders and offers downside protection via earn-out adjustments.
- For Marco Polo Marine:
- Unlocks intrinsic value of the Shipyard Business, crystallising it at a premium to book value.
- Provides enhanced earnings visibility, as shipyard revenues (including intragroup) will be fully reported in the new listed entity.
- Allows capturing future growth from internal shipbuilding projects, with full earnings visibility for investors.
- Creates an independent capital-raising platform for the Shipyard Business, improving access to equity markets.
Conditions and Approvals Required
- Board and shareholder approvals from both companies (including proposed change of name to “MPSE Ltd.”).
- SGX-ST listing and quotation approval for new shares.
- SIC Whitewash Waiver to avoid mandatory general offer by Vendor.
- Due diligence by both parties.
- Appointment of competent and independent valuer for incoming business valuation.
- Compliance Placement of new shares (if required) to meet public spread rules.
- Purchaser must dispose or wind down existing business segments within an agreed timeframe.
Financial Highlights
Target Companies (Shipyard Business):
- Combined net asset value as at 31 March 2026: S\$62.45 million
- Revenue: S\$118.46m (FY2024), S\$61.52m (FY2025), S\$50.0m (6M2026)
- Profit after tax: S\$8.59m (FY2024), Loss S\$2.03m (FY2025), S\$6.31m (6M2026)
Enlarged Fuji Offset Plates Group (Pro Forma):
- Total assets: S\$250.97 million (post-transaction)
- Total equity: S\$179.64 million
- EPS will decrease due to losses in Target Companies for FY2025; however, profitability improves in 6M2026.
Relative Figures & Price Sensitivity
- For Fuji Offset Plates, the deal is a “reverse takeover” as the consideration and number of new shares issued exceed 100% of market cap and shares outstanding.
- For Marco Polo Marine, the deal is a “major transaction”: NAV of Sale Shares is 21.4% of Vendor’s NAV, profits are 47.7% of Vendor’s profits, consideration is 20.1% of Vendor’s market cap.
- The deal could significantly affect share price due to potential change in business, control, and capital structure. The Vendor will become the controlling shareholder of Fuji Offset Plates.
- The Issue Price of S\$0.701 per share is a substantial premium over recent trading prices, which may be price sensitive.
- Potential for special dividend of up to S\$10.0 million declared by Target Companies to Vendor prior to completion.
Key Risks and Shareholder Considerations
- Completion Uncertainty: The deal is subject to numerous conditions, approvals, and due diligence results. There is no assurance it will proceed to completion.
- Change of Business and Control: Fuji Offset Plates will dispose of its existing businesses, fundamentally changing the nature of the company.
- Potential Dilution: Existing shareholders of Fuji Offset Plates face significant dilution, with Vendor becoming majority owner.
- Whitewash Waiver: If not granted, Vendor may be forced to make a general offer for Fuji Offset Plates, affecting share price.
- Financial Performance: Target Companies reported a loss in FY2025, but expect improved profitability in 6M2026. Earnings will be closely watched.
- Valuation Risk: If independent valuation differs materially (10%+), consideration may be adjusted.
Interests of Directors and Shareholders
- Mr Teo Kee Bock, Executive Chairman and controlling shareholder of Fuji Offset Plates (23.12% direct), is also a substantial shareholder of Marco Polo Marine (deemed 11.70%).
- Mr Koh Chun Yuan is an Independent Director of both companies.
- Other related party connections exist but the deal is not classified as an “interested person transaction” under SGX rules.
Conclusion
The proposed reverse takeover transaction between Fuji Offset Plates Manufacturing Ltd and Marco Polo Marine Ltd is a significant, price-sensitive event that will transform Fuji Offset Plates into a shipyard-focused entity, with the Vendor becoming the controlling shareholder. The substantial premium on share issue price, large-scale dilution, and change of business all represent potentially major catalysts for share price movement. Shareholders are strongly advised to monitor developments, review the forthcoming circulars, and consider the implications for their investment positions.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. The proposed transaction is subject to numerous conditions and regulatory approvals, and there is no assurance it will be completed. Shareholders should consult their financial advisors and refer to official announcements for further guidance.
