2026.09.24
Philippine company Jollibee Foods Corp. (JFC) has agreed to sell an 11% stake in SF Vung Tau JSC, which operates the Vietnamese coffee chain Highlands Coffee, to local company Viet Thai International JSC (VTI) for VND 2.3 trillion ($88.47 million). JFC disclosed the deal on September 23, 2026, and The Investor reported it the following day, September 24. Once the transaction closes, JFC's stake will fall to 49% and VTI will hold 51%. The buyer, VTI, is a company held by Highlands Coffee founder and CEO David Thai. The deal is subject to regulatory approval and other closing conditions and has not yet closed.
For Japanese companies that have entered Vietnam through joint ventures in food service and food, what matters practically about this deal is less the amount than the terms: when the payment is made, how the price adjusts based on equity value, and what the party giving up majority control kept for itself. Let's trace through what the disclosure states, as far as it goes.
JFC entered the Highlands Coffee business through its subsidiary JSF Investments Pte. Ltd. According to The Investor, JFC raised its stake in the parent company to 60% in 2017, with the remaining 40% held by Thai's VTI. According to VnExpress International, JFC had acquired 49% of the Vietnam business for $25 million in 2012, and it was VTI that held the majority stake until JFC raised its share to 60% in 2017. What is moving this time is 11%, swapping JFC's 60% down to 49% and VTI's 40% up to 51%. JSF Investments is the entity that signed the contract as the seller. Note that JFC also holds 60% of Highlands Coffee's Hong Kong business, and the drop to 49% this time applies only to the stake in SF Vung Tau, which operates the Vietnam business.
The value of VND 2.3 trillion is given alongside $88.47 million. In its disclosure, JFC explains that this transaction implies a valuation of SF Vung Tau of approximately $800 million on a 100% basis, a premium well above the investment's book value on JFC's own accounts.
| Item | Description |
|---|---|
| Target company | SF Vung Tau JSC, the parent company of Highlands Coffee |
| Seller | JSF Investments Pte. Ltd., a JFC subsidiary |
| Buyers | Viet Thai International (VTI), held by founder David Thai |
| Stake transferred | 11% |
| Transfer price | VND 2.3 trillion ($88.47 million) |
| Implied 100% equity value | Approximately $800 million (per JFC's disclosure, described as a premium above book value) |
| Post-transaction ownership | JFC 49% / VTI 51% (JFC 60% / VTI 40% since 2017) |
| Payment terms | Payment within an agreed period after closing. Includes a capped upward price adjustment tied to equity value |
| Rights retained by JFC | A board seat and minority shareholder protections (under the shareholders' agreement) |
| Listing plans | Considering an IPO within Vietnam, targeting a listing by the January-March quarter of 2027 (per a March 2026 PSE filing) |
Both The Investor and DealStreetAsia report that VTI will pay the transfer price within an agreed period after the transaction closes. The agreement includes an adjustment clause under which the price can rise based on equity value during that period, with a cap on how far it can rise. Which side requested this clause is not reported.
For Japanese companies negotiating to hand part of their stake to a local partner, what matters more than the price itself is that "when payment is made" and "how much it can move afterward" are designed as separate issues.
JFC gives three reasons. The first is the use of proceeds: it stated it will apply the $88.47 million to debt reduction, reinvestment in higher-growth businesses, and shareholder returns. The second is positioning: JFC explains this as part of its own strategy of growing, scaling, and monetizing a mature consumer business. The third is valuation: JFC says the deal gives its Vietnam coffee business an independent valuation ahead of the listing of its international business. In addition, JFC stated clearly that Highlands Coffee's management, brand direction, store operations, relationships with franchisees, employees, and customer touchpoints will all remain unchanged after the deal.
From here it's worth separating out who is saying what. JFC itself states that this deal deepens Vietnamese ownership of a Vietnamese brand ahead of a domestic listing. The Investor, for its part, frames the sale as opening a path for the local company to regain majority ownership, and VnExpress International runs with a headline to the effect that the founder is buying back control. VTI's own explanation of this share acquisition does not appear in the reporting that could be confirmed. On the listing, Thai told DealStreetAsia that he is considering options with several investment banks.
This is not the first mention of a listing. The Investor reports that in a filing JFC submitted to the Philippine Stock Exchange (PSE) in March 2026, Highlands Coffee said it was considering an IPO within Vietnam, targeting a listing by the January-March quarter of 2027. JFC itself has not disclosed the size of the planned offering.
Current earnings are growing. In a COL Financial Group report cited by The Investor, Highlands Coffee's EBITDA for the April-June quarter of 2026 came to VND 440.4 billion ($16.85 million), up 70.4% year on year. BusinessWorld Online and Inquirer report that same-store sales for the same quarter rose 11.5% year on year. Regarding this quarter's level, note that The Investor describes it as the highest in six quarters, while VnExpress International describes it as an all-time high; the two accounts do not agree.
As for capital moves connected to listings, electronics retailer Dien May Xanh's IPO, which raised VND 13.315 trillion, stands out in contrast when placed side by side. Dien May Xanh raised capital for the company itself through new share issuance, spinning off about 13% on a voting basis to the market while parent company MWG kept about 86%, so control stayed with the parent. Highlands Coffee's deal this time is a different kind of transaction. What moves is existing shares; no new money goes into the company, and the proceeds go to the seller, JFC. The listing itself is still only at the target stage. Even when lumped together under "pre-IPO capital moves," bringing capital into the company and moving stakes among existing shareholders need to be read as separate things.
The Investor reports that JFC will keep a board seat and minority shareholder protections under the shareholders' agreement even after the deal closes. Whether a board seat and minority shareholder protections remain, even once voting rights fall below a majority, changes what a 49% stake actually amounts to.
Highlands Coffee's scale is also worth noting. As of the end of the April-June quarter of 2026, the chain had 1,062 stores combining company-owned and franchised outlets (the total across Vietnam and overseas, with most domestic), which is about one-tenth of JFC's total store count worldwide. The path to reaching its 1,000th domestic store is covered in the piece on reaching 1,000 stores in June 2026, and this deal amounts to majority voting rights over that store network moving from JFC to VTI. That said, JFC states that management, brand direction, store operations, relationships with franchisees, employees, and customer touchpoints will all remain unchanged after the deal. It brought its stake down to 49% but did not give up its board seat.
If a Japanese company wants to review its own joint venture agreement, the fastest starting point is the items that became issues in this deal: the board seat, the scope of minority shareholder protections, the timing of the transfer payment, the price adjustment tied to equity value and its cap, and how the stake will be handled at a future listing. Of these, the board seat and minority shareholder protections are said to be based on the shareholders' agreement, while the payment timing and price adjustment are reported as terms of this transfer agreement. How the stake would be handled at listing does not appear in any of the reporting. On how to structure a joint venture, including how to choose a partner, the joint venture model in which Dutch company Almax partnered with a local company in Bac Ninh Province offers a contrasting example from the manufacturing side.
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