Alimentation Couche-Tard launched a tender offer to acquire all outstanding shares of Polish convenience retailer Żabka Group SA for PLN32.62 billion ($8.6 billion), marking the Canadian operator’s largest acquisition to date.
The offer values Żabka shares at PLN32 each, a 2.3% premium over the retailer’s closing price of PLN31.28 on August 25. Couche-Tard, which operates Circle K Polska as its Polish unit, secured hard irrevocable commitments from shareholders holding approximately 57% of Żabka’s shares ahead of the launch.
The acquisition adds over 13,000 stores in Poland and Romania, expanding Couche-Tard’s global footprint to roughly 30,300 locations across 29 countries and territories. The combined group’s European presence would rise from about 30% to 60% of its global store base. Couche-Tard plans to maintain Żabka’s brand and franchise model while integrating its expertise in private labels, supply chain, logistics, and innovation.
Financing is arranged through fully committed debt facilities led by JPMorgan, with National Bank of Canada Capital Markets and Bank of Nova Scotia acting as joint bookrunners. The deal is expected to be accretive to adjusted EBITDA margins from closing and to earnings per share by the second year, with approximately $250 million in annual cost and revenue synergies anticipated by the third year.
Couche-Tard intends to pursue a squeeze-out and delisting once it holds at least 95% of Żabka’s voting rights. Private-equity owners CVC Capital Partners and Partners Group, along with key members of Żabka’s management team, have committed support for the transaction. The offer was launched on August 26, 2026, following Couche-Tard’s withdrawal of a $46 billion proposal to acquire Japan’s Seven & i Holdings in July 2025.
