Marco Polo Marine, a Singapore-listed offshore and marine logistics player, is moving to spin off its shipyard business through a proposed reverse takeover valued at up to $108.5 million. The company announced it has signed a binding term sheet with Fuji Offset Plates Manufacturing for the sale of its shipyard subsidiaries Marco Polo Shipyard and MP Marine. Upon completion, the purchaser will be renamed MPSE, creating a separately listed platform focused on shipbuilding, repair and offshore marine services.
Marco Polo Marine said the move aims to unlock 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$120 million plus a deferred earn-out component of up to S$19 million 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.
Chief executive Sean Lee said the transaction would provide the shipyard with "an independent platform to accelerate its growth." Lee added 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.
Marco Polo Marine's move comes amid rising demand for shipyard capacity driven by offshore wind sector growth and companies restructuring value-creation strategies. The independent listing is designed to allow the shipyard business to raise capital independently while maintaining the parent company's control stake.
Key Takeaways:
1. Marco Polo Marine is spinning off its shipyard subsidiaries through a $108.5 million reverse takeover and separate listing.
2. Under the deal, Marco Polo Shipyard and MP Marine will be transferred to Fuji Offset Plates Manufacturing, which will be renamed MPSE.
3. The transaction includes a base consideration of S$120 million and up to S$19 million in deferred earn-out tied to profit targets.
4. The Batam shipyard spans 34 hectares and features four dry docks capable of servicing mid-sized vessels.
5. Marco Polo Marine will retain a 74.1-76.8% stake in the new entity post-completion, providing the shipyard with an independent capital-raising platform.
