Alimentation Couche-Tard Inc. has reached an agreement to acquire a controlling stake in Poland’s Żabka Group and plans to launch a voluntary tender offer to buy all outstanding shares of the company in a transaction valued at about PLN32.62 billion (US$8.6 billion).
The Laval, Que.-based convenience store operator said it will make the offer through its wholly owned subsidiary, Circle K Polska sp. z.o.o., at PLN32 per share in cash. If completed, the deal would be the largest acquisition in Couche-Tard’s history.
The proposed acquisition would give Couche-Tard an immediate presence in Central and Eastern Europe through Żabka’s network of more than 13,000 convenience stores across Poland and Romania. The company said it intends to preserve Żabka’s management structure, franchise model, brand and local operations while adding the business to its existing network of nearly 400 Circle K service stations in Poland.
The transaction has the support of Żabka’s key executive managers and shareholders representing about 57 per cent of the company’s outstanding shares, including CVC Capital Partners and Partners Group, which have signed separate hard irrevocable agreements to tender all of their shares into the offer.
Couche-Tard said it expects to finance the acquisition through fully committed debt facilities underwritten by J.P. Morgan, with National Bank of Canada Capital Markets and The Bank of Nova Scotia acting as joint bookrunners.
“This is a transformational investment for Couche-Tard and an important milestone in our growth journey,” said Alex Miller, President and Chief Executive Officer of Alimentation Couche-Tard. “Żabka has built one of Europe’s most impressive convenience retail businesses, combining a powerful customer proposition with an entrepreneurial franchise model, a highly disciplined and proven operating platform, and a strong track record of growth. We have tremendous respect for what the Żabka team and its franchisees have accomplished. We are committed to supporting the continued growth of the Żabka business while drawing from its strengths in areas such as food, digital engagement, customer loyalty, private brand, supply chain, logistics and innovation, and as a result, further accelerating our Core + More strategy. Together, we will be well positioned to create lasting value for customers, franchisees, employees, business partners, and shareholders.”
Founded in 1998 and based in Poznań, Poland, Żabka has been listed on the Warsaw Stock Exchange since October 2024. The company says it processes about 4.3 million transactions daily and has approximately 11.7 million users across its digital channels.
Couche-Tard said that, based on the companies’ most recent reporting periods, the combined business would have illustrative pro forma revenue of about US$83.9 billion and adjusted EBITDA of about US$7.8 billion, excluding synergies.
Żabka generated about US$7.4 billion in revenue, adjusted EBITDA of about US$1.1 billion and net profit of about US$300 million over the trailing 12 months ended March 31, 2026, according to the companies.
Couche-Tard said it has identified approximately US$250 million in potential cost and revenue synergies that it expects could be fully realized by the third year after closing. It also said the transaction is expected to be accretive to adjusted EBITDA margin immediately and accretive to earnings per share by the second year following closing.
The company expects pro forma leverage of about three times net debt to adjusted EBITDA at closing and said it does not anticipate any impact on its credit rating.
Tomasz Blicharski, Chief Strategy and Development Officer and Chief Executive Officer designate of Żabka Group, said the proposed transaction marks the start of a new phase for the retailer.
“Today’s transaction marks the beginning of an entirely new and exciting chapter for Żabka Group. Couche-Tard shares our commitment to innovation, convenience and customer-centricity and recognizes the strength of the brand, the franchise community and the team that have made Żabka one of Europe’s leading convenience platforms. Together, we will be even better positioned to accelerate growth, continue investing in our people and capabilities, and create even greater value for customers, franchisees, and communities.”
Tomasz Suchański, CEO and Chairperson of the Board of Directors of Żabka Group, said the agreement reflects the company’s development over the past several years.
“Thanks to the dedication of our employees and the continued support of our customers, franchisees and business partners, we have built a company that has grown into one of Europe’s leading convenience platforms and become an attractive partner for one of the industry’s leading players. Today’s announcement reflects the strength of our business, the power of our brand, and the long-term value we have created together. It follows a highly successful nine-year partnership with CVC – and with Partners Group, which invested in 2019 – during which Żabka Group underwent a remarkable transformation, strengthened its market position and expanded into new areas of growth. This milestone would not have been possible without the commitment, passion, and hard work of everyone who has contributed to this journey.”
István Szőke, Managing Partner of CVC, said the investment firm’s partnership with Żabka had helped build the retailer into one of Europe’s largest convenience platforms.
“We are incredibly proud of everything that has been achieved during our partnership with Żabka. Together with an exceptional management team, we have built Europe’s leading convenience retail platform through technological innovation, operational excellence and disciplined execution, creating lasting value for customers, franchisees, employees and shareholders. We thank the entire Żabka team for their commitment and partnership and are confident Couche-Tard will be an outstanding long-term steward as the company embarks on its next chapter.”
The offer remains subject to regulatory approvals, including merger control clearance from the European Commission or Poland’s competition authority, foreign direct investment approval in Romania, and approval under the European Union’s Foreign Subsidies Regulation.
Couche-Tard said the number of Żabka shares it ultimately acquires will depend on shareholder participation in the offer. If it obtains at least 95 per cent of the voting rights, it intends to proceed with a compulsory acquisition of the remaining shares and seek to delist Żabka from the Warsaw Stock Exchange.
The offer document is expected to be reviewed by the Polish Financial Supervision Authority in time for the offer period to begin around Aug. 26. Subject to regulatory approvals, shareholder participation and any extensions of the acceptance period, Couche-Tard said it currently expects the transaction to close no later than December 2026.
More from Retail Insider:
