Couche-Tard launches $8.6 billion bid for Poland’s Żabka Group

Alimentation Couche-Tard said it plans to acquire all issued and outstanding shares of Żabka Group through a voluntary tender offer launched by Circle K Polska sp. z.o.o., offering PLN 32.00, or US$8.48, per share in cash. The proposed deal values Poland’s largest convenience retailer at about PLN 32.62 billion, or US$8.6 billion, and would be Couche-Tard’s largest acquisition to date if completed. The offer already has support from Żabka’s key executive managers and shareholders representing about 57% of outstanding shares, including CVC Capital Partners and Partners Group, which have signed hard irrevocable undertakings to tender their stakes. Couche-Tard said it expects to finance the transaction with 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. The acquisition would give Couche-Tard an immediate large-scale platform in Central and Eastern Europe while preserving Żabka’s management structure, brand, franchise model and local operating expertise. Żabka, founded in 1998 and listed in Warsaw since October 2024, runs more than 13,000 stores across Poland and Romania, handles about 4.3 million average daily transactions, and has about 11.7 million users across its digital channels. Couche-Tard said the combined business would have illustrative pro forma last-twelve-month revenue of about US$83.9 billion and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, adjusted for select items) of about US$7.8 billion, excluding synergies. It identified about US$250 million of cost and revenue synergies that it said could be fully achieved by the third year after closing. The company said the transaction is expected to be accretive to adjusted EBITDA margin at the outset, accretive to earnings per share by the second year after closing, and could deliver a double-digit return on invested capital by the third year following closing. The offer remains subject to regulatory approvals, including merger control clearance from the European Commission or Poland’s UOKiK (competition regulator), foreign direct investment approval in Romania, and approval under the European Union’s Foreign Subsidies Regulation. The offer document is expected to be reviewed by the PFSA (Polish Financial Supervision Authority) in time for the offer period to begin toward August 26, 2026, with completion expected no later than December 2026 if successful and if conditions are satisfied or waived. If Couche-Tard reaches at least 95% of voting rights, it intends to pursue a squeeze-out (forced buyout of remaining holders) and delist Żabka from the Warsaw Stock Exchange, though it said there is no assurance that threshold will be reached.