Singapore, Sep, 07 2026 — Marco Polo Marine Ltd. (5LY) said it has entered into a conditional sale and purchase agreement with Catalist-listed Fuji Offset Plates Manufacturing Ltd for a reverse takeover valued at up to 139 million Singapore dollars.

The deal mirrors binding terms announced on May, 15 2026 and will see Fuji Offset Plates acquire 100% of Marco Polo Shipyard Pte Ltd and MP Marine Pte Ltd, which jointly own and operate the group’s Batam-based shipyard business. The consideration comprises a base price of 120 million Singapore dollars and an earn-out of up to 19 million Singapore dollars, payable entirely in new Fuji Offset Plates shares priced at SGD0.701 each.

At completion, Marco Polo Marine is expected to hold about 74.1% of the enlarged share capital of Fuji Offset Plates, rising to roughly 76.8% if all earn-out shares are issued. Ahead of closing, the target companies may distribute dividends of up to 10 million Singapore dollars to Marco Polo Marine.

For the nine months ended Jun, 30 2026, the shipyard business posted revenue of 72.8 million Singapore dollars and net profit after tax of 10.6 million Singapore dollars. As at Jun, 30 2026, the business had an aggregate order book of about 298.5 million Singapore dollars and a consolidated net tangible asset value of 66.3 million Singapore dollars.

Following completion, Fuji Offset Plates intends to change its name to “MPSE Ltd.” The transaction requires shareholder approval at forthcoming extraordinary general meetings of both companies, regulatory clearances from Singapore Exchange, and a whitewash waiver from the Securities Industry Council. If all conditions are not met or waived by Jun, 30 2027, the agreement will lapse.

SAC Capital Private Limited is acting as financial adviser to the proposed transaction, which constitutes a reverse takeover under Catalist rules and a major transaction under SGX Mainboard rules.