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Canadian convenience-store operator 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 values the company at approximately PLN 32.62 billion, equivalent to about US$8.6 billion.
Couche-Tard is offering PLN 32.00 per Żabka share, or approximately US$8.48. The transaction will be made through Circle K Polska sp. z o.o., a wholly owned subsidiary of Couche-Tard. The company describes the proposed acquisition as the largest transaction in its history.
Major Shareholders Commit to the Offer
Shareholders representing approximately 57% of Żabka’s shares have signed hard irrevocable undertakings to tender their holdings. These shareholders include CVC Capital Partners and Partners Group.
Couche-Tard plans to finance the transaction through fully committed debt facilities. J.P. Morgan is acting as lead arranger, while National Bank of Canada Capital Markets and The Bank of Nova Scotia are serving as joint bookrunners.
Potential Delisting Planned if 95% Threshold Is Reached
Following completion, Couche-Tard intends to pursue a compulsory acquisition of the remaining shares if it reaches at least 95% of Żabka’s voting rights. It also plans to seek the delisting of Żabka Group from the Warsaw Stock Exchange.
The proposed transaction remains subject to regulatory approvals and is expected to be completed no later than December 2026, according to the announcement.
Żabka Operates More Than 13,000 Stores
Founded in 1998 and headquartered in Poznań, Żabka Group operates more than 13,000 convenience stores across Poland and Romania.
The company handles approximately 4.3 million average daily transactions, while its stores have an average area of about 65 sq m.
Beyond its physical convenience-store network, Żabka operates a digital ecosystem with approximately 11.7 million users and a loyalty programme.
Its business also includes e-commerce, food delivery and autonomous retail through the Żabka Nano banner.
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Deal Includes Identified Synergy Opportunities
For the 12 months ended March 31, 2026, Żabka generated approximately US$7.4 billion in revenue and adjusted EBITDA of approximately US$1.1 billion.
Couche-Tard has identified potential synergies of approximately US$250 million, which it expects to achieve fully by the third year following closing.
Couche-Tard CEO Alex Miller described the transaction as a transformational investment and said the company intends to support Żabka’s continued growth while drawing on capabilities across food, digital engagement, customer loyalty, private brands, supply chain, logistics and innovation.
Żabka CEO-designate Tomasz Blicharski said the transaction marks a new chapter for the group, while current CEO and Chairperson Tomasz Suchański said the announcement reflects the strength of the business and brand. J.P. Morgan is advising Couche-Tard, while Goldman Sachs is advising Żabka Group.
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