Alimentation Couche-Tard has announced a voluntary tender offer to acquire all issued and outstanding shares of Żabka Group, Poland's largest convenience retailer listed on the Warsaw Stock Exchange. The offer, to be made through its wholly owned subsidiary Circle K Polska sp. z.o.o., is priced at PLN 32.00 (equivalent of US$8.48) per share, representing a total equity value of approximately PLN 32.62 billion (equivalent of US$8.6 billion). The transaction, which Couche-Tard describes as the largest in its history, is expected to complete no later than December 2026, subject to regulatory approvals.
Shareholders holding approximately 57% of Żabka's shares, including CVC Capital Partners and Partners Group, have signed hard irrevocable undertakings to tender their shares into the offer. Couche-Tard plans to fund the transaction through fully committed debt facilities underwritten by J.P. Morgan as lead arranger, with National Bank of Canada Capital Markets and The Bank of Nova Scotia acting as joint bookrunners. If Couche-Tard reaches at least 95% of voting rights, it intends to initiate a compulsory acquisition of remaining shares and seek delisting from the Warsaw Stock Exchange.
Founded in 1998 and based in Poznań, Żabka Group operates more than 13,000 convenience stores across Poland and Romania, handling approximately 4.3 million average daily transactions. Its stores average approximately 65 sqm and are complemented by a digital ecosystem with approximately 11.7 million users, a loyalty programme, and businesses spanning e-commerce, food delivery and autonomous retail under the Żabka Nano banner. For the twelve months ended 31 March 2026, Żabka generated approximately US$7.4 billion in revenue and adjusted EBITDA of approximately US$1.1 billion. Couche-Tard has identified synergy opportunities of approximately US$250 million, expected to be fully achieved by the third year following closing.
"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 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."
"Today's transaction marks the beginning of an entirely new and exciting chapter for Żabka Group," said Tomasz Blicharski, Chief Strategy and Development Officer and Chief Executive Officer designate of 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." Tomasz Suchański, CEO and Chairperson of the Board of Directors of Żabka Group, added that the announcement "reflects the strength of our business, the power of our brand, and the long-term value we have created together." J.P. Morgan is acting as exclusive financial adviser to Couche-Tard, while Goldman Sachs advises Żabka Group.
