In our last post, we explored the strategic brilliance behind Kaw Kaw Malaya’s VAM (Valuation Adjustment Mechanism).
But the capital market is not a charity. As the saying goes: Winner takes all; loser takes the fall. (成王败寇）
Today, let’s look at a VAM that ended in absolute disaster.
Our case study focuses on the public-listed Oasis Harvest (formerly Dolphin International). While you might not know the holding company, you definitely know their F&B portfolio: Uncle Don’s and De.Wan 1958 by Chef Wan.
Chapter 1: The Uncle Don’s Disaster
In 2022, Dolphin spent RM 36 million to acquire High Reserve F&B, which operated 4 Uncle Don’s outlets. (Note: They acquired 4 franchisees, not the master brand).
The catch? This was also a Related Party Transaction (RPT). The seller, Datuk Yeo, was already sitting on the board of the listed company.
So…..To assure the public shareholders that he wasn’t just “cashing out his private assets at their expense,” Datuk Yeo signed a strict Profit Guarantee: promising the 4 outlets would generate RM 4.2 million in profit over 2 years.
But damnnn at the end, he lost the bet. Due to the pandemic and expansion missteps, the outlets didn’t make RM 4.2 million. Instead, they suffered a massive loss of RM 4.85 million.
So…The penalty was brutal. According to Bursa Malaysia filings, Oasis Harvest withheld all pending payments and legally forced Datuk Yeo to pay back the shortfall out of his own pocket, spread across 6 installments over 3 years.
Sounds like a sh*thole right? Does a VAM seem like a death trap now?
It’s not. You must view the risk-reward ratio:
If Datuk Yeo had succeeded, he would have successfully liquidated his private assets at a premium, boosted the public company’s earnings, and watched his own stock value skyrocket.
It just didn’t turn out to be the way he wanted it to be.
Chapter 2: Enters Chef Wan and De.Wan 1958
Despite the previous failure, the capital game continues. Just recently in 2026, Oasis Harvest announced the acquisition of Chef Wan’s F&B empire for RM 30.8 million.
The conditions? Exactly the same. The founders signed a 2-year Profit Guarantee, swearing to deliver no less than RM 5.6 million in net profit. If they fail? They compensate the listed company with their shares or cold, hard cash.
You might ask: “Jin, Chef Wan is a culinary legend. Why would an F&B titan agree to such a stressful ‘slave contract’?”
Because bro, VAM is the “common language” between ordinary folks like us, and the capital big boys.
In Malaysia, trying to IPO purely organically by selling fried rice and pasta plate-by-plate takes too long. Injecting your business into an already-listed vehicle is the fast track to liquidity.
The Listed Company buys you to acquire your shiny RM 5.6 million net profit, using it to justify and boost their own share price.
The F&B Titan accepts the pressure because, through the listed vehicle, they instantly unlock a 10x to 15x valuation multiple, achieving a multi-million dollar class leap overnight.
That’s the beauty of VAM!
If you refuse to carry the weight of the investor’s targets, why should they fund you?
Likewise…If the giants don’t give you the platform and the opportunity, why should you enter into a VAM with them?
Capital doesn’t care about your fame; it cares about the contract.
Tomorrow, we dive into the final chapter: The legendary turnaround of A&W Malaysia by George Ang.
Hustle on founders.
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