Fuji Offset Plates Manufacturing (SGX:508) signed a binding term sheet with controlling shareholder, Marco Polo Marine (SGX:5LY), for a reverse takeover transaction involving the latter's subsidiaries, Marco Polo Shipyard and MP Marine, according to a Friday filing with the Singapore Exchange.
The two subsidiaries own and operate Marco Polo's shipyard business, including the Indonesia-based PT Marcopolo Shipyard.
The proposed transaction consideration is up to SG$139 million, including a base consideration of SG$120 million and a deferred consideration of up to SG$19 million, structured as an earn-out payment.
The consideration will be satisfied through the allotment and issuance of new shares in Fuji Offset at SG$0.701 per share.
Meanwhile, Marco Polo is expected to remain the controlling shareholder of Fuji Offset, with a 74.1% stake. However, the stake could rise to 76.8% following the issuance of deferred consideration shares.
Following the completion of the transaction, Fuji Offset will be renamed to MPSE Ltd., subject to shareholder approval, and will serve as Marco Polo's listed platform for its shipyard business.
Shares of Fuji Offset surged nearly 21% in Friday trading, while shares of Marco Polo were up over 8%.