Alimentation Couche-Tard, the owner of the Circle K chain, intends to acquire Żabka Group in the largest transaction in its history. Through Circle K Polska, the company plans to launch a tender offer for all outstanding shares in Żabka at PLN 32 per share, valuing the company at approximately PLN 32.62 billion. The offer is supported by shareholders representing approximately 57% of Żabka’s shares, including funds managed by CVC Capital Partners and Partners Group.
The transaction has received the unanimous support of key members of Żabka’s management team and shareholders holding approximately 57% of the company’s existing shares, including funds managed by CVC Capital Partners and Partners Group. These shareholders have entered into separate irrevocable undertakings under which they have committed to tender all of their Żabka shares in the offer.
Couche-Tard expects to finance the transaction through committed debt financing guaranteed by J.P. Morgan as Lead Arranger, with the participation of National Bank of Canada Capital Markets and The Bank of Nova Scotia as Joint Bookrunners.
Founded in 1998 and headquartered in Poznań, Żabka Group has been listed on the Warsaw Stock Exchange since October 2024. The Group operates a network of more than 13,000 convenience stores in Poland and Romania, serving approximately 4.3 million customers every day.
Its network is based on compact, locally operated stores with modular layouts and an average retail area of approximately 65 square metres. The stores are strategically located close to urban, suburban and rural communities to meet consumers’ everyday and impulse-purchase needs.
Żabka Group has developed one of Europe’s most advanced convenience platforms: an integrated and continuously expanding ecosystem that includes approximately 11.7 million digital-channel users, one of the most developed loyalty programmes in the market, advanced data and analytics capabilities, and a growing portfolio of digital, e-commerce and foodservice operations.
Through the transaction, Couche-Tard will gain immediate access to a platform of significant scale in Central and Eastern Europe, while preserving Żabka’s existing management structure, highly recognisable brand, entrepreneurial franchise model and local expertise.
In Poland, the acquisition will complement Circle K’s existing network of nearly 400 service stations offering fuel, food and beverages, and other convenience products and services.
If completed, the transaction will be the largest acquisition in Couche-Tard’s history and will significantly accelerate the implementation of its Core + More strategy by adding a unique convenience platform with substantial potential for further growth, innovation and value creation.
“This is a transformational investment for Couche-Tard and an important milestone on our growth journey,” said Alex Miller, President and Chief Executive Officer of Alimentation Couche-Tard.
“Żabka has built one of the most impressive convenience businesses in Europe, combining an attractive customer value proposition with a unique franchise model based on local entrepreneurship, a disciplined and proven operating model, and an impressive track record of growth.
“We have enormous respect for the achievements of Żabka’s team and franchisees. We intend to support Żabka’s continued development while benefiting from its strengths in areas such as foodservice, digital customer engagement, loyalty programmes, private-label products, supply chain, logistics and innovation, thereby accelerating the implementation of our Core + More strategy.
“Together, we will be even better positioned to create sustainable value for customers, franchisees, employees, business partners and shareholders.”
Tomasz Blicharski, Chief Strategy and Development Officer and future Chief Executive Officer of Żabka Group, said:
“Today’s transaction opens an entirely new and exciting chapter in the history of Żabka Group. Couche-Tard shares our approach to innovation, convenience and customer focus, while also recognising the strength of our brand, franchise community and team, which together have made Żabka one of Europe’s leading convenience platforms.
“Together, we will be able to grow even faster while continuing to invest in our employees and organisational capabilities and creating even greater value for customers, franchisees and local communities.”
Tomasz Suchański, Group CEO and Chairman of the Board of Directors of Żabka Group, said:
“Thanks to the commitment of our employees and the continued support of our customers, franchisees and business partners, we have built a company that has become one of Europe’s leading convenience platforms and an attractive partner for one of the global leaders in the industry.
“Today’s announcement confirms the strength of our business and brand and reflects the lasting value we have created together.
“The transaction marks the culmination of an exceptionally successful nine-year partnership with CVC, as well as with Partners Group, which has been our investor since 2019. During this period, Żabka Group has undergone a remarkable transformation, strengthened its market position and successfully expanded into new areas of business.
“We could not have achieved this without the commitment, passion and hard work of everyone who contributed to this success story.”
István Szőke, Managing Partner at CVC, said:
“We are extremely proud of everything we have achieved together with Żabka. Working with an exceptional management team, we have created one of Europe’s leading convenience platforms, building its growth on technological innovation, operational excellence and the consistent implementation of its strategy.
“This has enabled us to create lasting value for customers, franchisees, employees and shareholders.
“We would like to thank the entire Żabka team for its commitment and partnership. We are convinced that Couche-Tard will be an excellent long-term owner and steward of the business, supporting the company through the next stage of its development.”
Key Financial Information¹
Taking into account Żabka’s revenue for the last 12 months, the combined pro forma revenue of Couche-Tard and Żabka would have amounted to approximately USD 83.9 billion, with adjusted EBITDA of approximately USD 7.8 billion³, corresponding to an adjusted EBITDA margin of approximately 9.3%³, excluding any potential synergies.
For the 12-month period ended 31 March 2026, Żabka generated revenue of approximately USD 7.4 billion, adjusted EBITDA of approximately USD 1.1 billion³ and net income of approximately USD 0.3 billion.
Couche-Tard has also identified significant opportunities to generate cost and revenue synergies estimated at approximately USD 250 million, with the full benefits expected to be realised by the end of the third year following completion of the transaction.⁴
The transaction is expected to have a positive impact on the adjusted EBITDA margin³ from the moment it closes and to contribute to earnings-per-share growth from the second year following completion.
Couche-Tard also expects the transaction to generate a double-digit return on invested capital⁵ by the end of the third year following completion.
At closing, Couche-Tard expects its pro forma ratio of net debt to adjusted EBITDA³ to be approximately 3.0 times.
The company does not expect the transaction to affect its credit rating and intends to return to the target leverage range established under Couche-Tard’s financial policy by the end of the second year following completion.
Transaction Timetable and Other Matters
The transaction will be conducted through a tender offer.
Żabka shareholders will be offered PLN 32.00 in cash per share, equivalent to approximately USD 8.48. Based on the total number of Żabka shares outstanding as of the date of the announcement, the offer implies an equity value of approximately PLN 32.62 billion, equivalent to approximately USD 8.6 billion.
Completion of the tender offer will be subject to obtaining specified regulatory approvals or the expiry of applicable waiting periods.
These conditions include merger-control clearance from either the European Commission or the President of Poland’s Office of Competition and Consumer Protection, depending on which authority has jurisdiction.
The transaction will also require approval from Romania’s Commission for the Examination of Foreign Direct Investments and approval from the European Commission under the European Union’s Foreign Subsidies Regulation.
The final number of Żabka shares acquired by Couche-Tard will depend on the number of shares tendered by shareholders in response to the offer.
If Couche-Tard reaches at least 95% of the total voting rights in Żabka, the company intends to carry out a compulsory acquisition of the remaining shares, known as a squeeze-out, and take the steps necessary to delist Żabka’s shares from the Warsaw Stock Exchange.
However, there is no certainty that Couche-Tard will be able to carry out a squeeze-out or delist Żabka’s shares after completion of the tender offer or at a later date.
Detailed information concerning the offer, including its complete terms and conditions, will be set out in the tender offer document. The document will be made available to Żabka shareholders following its review by the Polish Financial Supervision Authority, or KNF, in accordance with applicable Polish law.
The KNF review process is expected to be completed in time for the subscription period under the tender offer to begin on or around 26 August 2026.
The offer may be announced and accepted exclusively on the basis of the tender offer document.
Under Polish securities law, the tender offer will initially remain open for a period of 30 days from the start of the subscription period.
Couche-Tard may extend the subscription period on one or more occasions.
Assuming that all conditions of the offer are satisfied or waived to the extent permitted by law, and provided there are no unforeseen circumstances or extensions of the subscription period, the successful tender offer is currently expected to be completed no later than December 2026.
Irrevocable Undertakings
In connection with the tender offer, funds managed by CVC Capital Partners and Partners Group, together with key members of Żabka’s management team, have entered into separate irrevocable undertakings.
Together, these shareholders held approximately 57% of Żabka’s outstanding shares as of the date of the announcement.
Subject to the conditions set out in the agreements, they have undertaken to tender all of their Żabka shares in the offer.
As part of arrangements intended to ensure the continued involvement of key executives in Żabka Group, members of the senior management team have committed to selling all of their Żabka shares in the tender offer and reinvesting a significant portion of the proceeds in Couche-Tard shares.
Transaction Agreement
Żabka has also entered into a transaction agreement with Circle K Polska.
The agreement governs, among other matters, the operation of Żabka’s business in the ordinary course until settlement of the tender offer and Żabka’s disclosure obligations in connection with the offer.
Additional information concerning the transaction will be included in documents submitted to the relevant capital-market regulatory authorities.
J.P. Morgan is acting as exclusive financial adviser to Couche-Tard in connection with the transaction, while Goldman Sachs is acting as exclusive financial adviser to Żabka Group.
Analyst Conference Call and Webcast Information
Couche-Tard has invited financial analysts, investors, media representatives and other interested parties to participate in a webcast featuring members of the management teams of Couche-Tard and Żabka Group.
The investor presentation will be available on Couche-Tard’s corporate website.
The webcast will take place today, 31 July 2026, at 8:00 a.m. Eastern Daylight Time, corresponding to 2:00 p.m. Polish time.
The webcast will be accessible through the “Investors / Events & Presentations” section of Couche-Tard’s website or through the direct connection link provided by the company, allowing participants to join without operator assistance.
Participants wishing to join the conference call by telephone may dial +1 289 819 1299 or +1 800 990 4777 for international calls.
A recording of the webcast will remain available on Couche-Tard’s website for 30 days.
About Alimentation Couche-Tard Inc.
Couche-Tard, listed on the Toronto Stock Exchange under the ticker ATD, is a global leader in convenience retail and mobility services.
The company operates in 27 countries and territories, with nearly 17,300 points of sale, approximately 13,200 of which offer road-transport fuel.
Through its widely recognised Couche-Tard and Circle K brands, the Group is one of the largest independent convenience-store operators in the United States.
It is also a leading convenience and road-transport fuel retailer in Canada, Scandinavia, the Baltic countries, Belgium and Ireland.
Couche-Tard is also present in Luxembourg, Germany, the Netherlands and Poland, as well as in Hong Kong.
The Group employs approximately 145,000 people worldwide.
¹ Additional information is provided in the “Forward-Looking Statements” section.
² Based on Couche-Tard’s results for the 52-week period ended 26 April 2026 and Żabka’s results for the 12-month period ended 31 March 2026.
³ Additional information concerning financial performance measures not defined under International Financial Reporting Standards is provided in the “Non-IFRS Financial Measures” section. Couche-Tard’s adjusted EBITDA for the 2026 financial year amounted to USD 6.7 billion, while net income amounted to USD 3.1 billion.
⁴ Assuming the gradual acquisition of 100% of Żabka Group’s equity over the three-year period following completion of the transaction.
⁵ Calculated as EBIT before the application of IFRS 16 divided by the sum of enterprise value, cumulative capital expenditure, depreciation and amortisation, excluding right-of-use assets, and working capital. The calculation assumes the acquisition of 100% of Żabka Group’s equity.
Source: ManagerPlus.pl
