KUALA LUMPUR (June 3): Oasis Harvest Corp Bhd (KL:OASIS), formerly known as Dolphin International Bhd, is acquiring Metta Food & Lifestyle Sdn Bhd, which operates banquet-themed restaurants and cafes under the brands De.Wan 1958 by Chef Wan and Cafe Chef Wan, for RM30.8 million, cash. 

Oasis, which has a market capitalisation of just RM25 million, based on its latest closing share price of 17 sen on Tuesday, has inked six separate conditional share sale agreements for the acquisition, including with Globaltec Formation Bhd (KL:GLOTEC), which holds 45% of the equity in Metta. 

Metta's restaurants and cafes were established and led by celebrity chef Datuk Redzuawan Ismail, popularly known as Chef Wan, and Metta's chief executive officer Andre Shum Khum Yuin, according to Oasis in a bourse filing.

The remaining shares in Metta are held by five individual shareholders, namely Oasis’s non-independent executive director Datuk Seri Tan Ooi Han (13.75%), Shum (13.75%), Datuk Seri Wong Kok Chor (13.75%), David Liew Poh Sun (6.88%), and Tan Tung Nguan (6.88%).

The acquisition comes with a minimum cumulative two-year profit guarantee of RM5.6 million from Tan and Shum for the financial years ending June 30, 2025 and 2026.

Oasis plans to fund the acquisition using part of the proceeds from an ongoing disposal of an industrial land (RM6 million), and bank borrowings (RM24.80 million). The borrowing is expected to raise the group’s gearing level from 0.22 to 0.96.

It expects the acquisition, which it is undertaking to expand revenue streams and grow its food and beverage business after winding down its palm oil mill business, to be completed by the fourth quarter of this year.

Post-acquisition, Oasis sees its pro forma earnings per share rising to 0.77 sen from 0.04 sen, with the profit guarantee.