Alimentation Couche-Tard plans to acquire Żabka Group through a voluntary cash tender offer valuing the Polish convenience retailer’s equity at approximately $8.6 billion.
Couche-Tard will offer PLN 32, or approximately $8.48, for each outstanding Żabka share through its Circle K Polska subsidiary.
If completed, the transaction would be the largest acquisition in Couche-Tard’s history and establish the company as the controlling owner of one of Europe’s largest convenience and digital retail platforms.
Shareholders representing approximately 57% of Żabka’s outstanding shares have signed irrevocable agreements to tender their holdings.
Those shareholders include CVC Capital Partners, Partners Group, and members of Żabka’s executive leadership team.
Couche-Tard expects to finance the acquisition through fully committed debt facilities underwritten by JPMorgan as lead arranger. National Bank of Canada Capital Markets and Bank of Nova Scotia are serving as joint bookrunners.
Founded in 1998 and headquartered in Poznań, Żabka operates more than 13,000 convenience stores across Poland and Romania and processes approximately 4.3 million customer transactions each day.
Its stores average approximately 65 square meters, or 700 square feet, and are located across urban, suburban and rural communities.
Żabka also operates a digital ecosystem with approximately 11.7 million users, an established loyalty program, advanced analytics capabilities and businesses spanning e-commerce, foodservice and prepared meals.
Its operations include the Żabka convenience network in Poland, the Froo chain in Romania and Żabka Nano autonomous stores.
The company also owns Maczfit, which delivers prepared meals, the Dietly direct-to-consumer meal marketplace and the Jush! and Delio grocery delivery businesses.
Couche-Tard said Żabka will provide an immediate scaled platform in Central and Eastern Europe while complementing its nearly 400 Circle K service stations in Poland.
The company plans to retain Żabka’s management structure, brand, franchise system, and local operating expertise.
Couche-Tard expects the acquisition to strengthen its capabilities in foodservice, digital engagement, customer loyalty, private-label products, supply chain management, and logistics.
Based on trailing-12-month results, the combined organization would have generated approximately $83.9 billion in revenue and $7.8 billion in adjusted EBITDA before synergies.
Żabka generated approximately $7.4 billion in revenue, $1.1 billion in adjusted EBITDA and $300 million in net profit during the 12 months ending March 31, 2026.
Couche-Tard has identified approximately $250 million in potential annual cost and revenue synergies that it expects to fully achieve by the third year after closing.
The transaction is expected to increase Couche-Tard’s adjusted EBITDA margin immediately and become accretive to earnings per share during the second year following closing.
Couche-Tard also sees the potential to generate a double-digit return on invested capital by the third year.
The company expects pro forma leverage of approximately three times net debt to adjusted EBITDA at closing. It does not anticipate an impact on its credit rating and plans to return to its target leverage range during the second year following the transaction.
The tender offer will require regulatory approvals, including merger control clearance in the European Union or Poland, foreign investment approval in Romania and approval under the European Union’s Foreign Subsidies Regulation.
If Couche-Tard reaches at least 95% of Żabka’s voting rights, it plans to acquire the remaining shares through a compulsory squeeze-out and seek to delist Żabka from the Warsaw Stock Exchange.
The offer period is expected to begin around August 26, 2026, and initially remain open for 30 days. Subject to approvals and shareholder participation, Couche-Tard expects to complete the offer by December 2026.
JPMorgan is serving as Couche-Tard’s exclusive financial adviser, while Goldman Sachs is advising Żabka.
KEY QUOTES:
“This is a transformational investment for Couche-Tard and an important milestone in our growth journey. 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.”
Alex Miller, President and CEO of Alimentation Couche-Tard
“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.”
Tomasz Blicharski, Chief Strategy and Development Officer and CEO-Designate of Żabka Group
“Today’s announcement reflects the strength of our business, the power of our brand and the long-term value we have created together.”
Tomasz Suchański, CEO and Chairperson of Żabka Group
“Together with an exceptional management team, we have built Europe’s leading convenience retail platform through technological innovation, operational excellence and disciplined execution.”
István Szőke, Managing Partner of CVC
