Alimentation Couche-Tard Inc. announced on Wednesday a public tender offer to acquire all outstanding shares of Poland’s Żabka Group SA for PLN 32 per share, valuing the deal at PLN 32.62 billion ($8.6 billion), the largest acquisition in the Canadian retailer’s history.
The offer represents a 2.3% premium over Żabka’s closing price of PLN 31.28 on Aug. 25 and includes irrevocable commitments from shareholders controlling approximately 57% of Żabka’s shares. The transaction would be conducted through Couche-Tard’s Polish subsidiary Circle K Polska, with financing secured via fully committed credit facilities led by JPMorgan, alongside National Bank of Canada Capital Markets and Bank of Nova Scotia as joint coordinators.
Upon completion, Żabka’s roughly 13,000 stores in Poland and Romania would expand Couche-Tard’s global footprint to approximately 30,300 locations across 29 countries, increasing its European store presence from about 30% to roughly 60% of its total network. Couche-Tard plans to maintain Żabka’s brand and franchise model while integrating its expertise in private labels, supply chain logistics and innovation.
The deal is expected to generate approximately $250 million in annual synergies, fully realized by the third year after closing. Adjusted EBITDA margins are projected to benefit from the outset, with earnings per share accretive starting in the second year. Couche-Tard has set a 95% voting-rights threshold for a compulsory buyout, which would trigger delisting from the Warsaw Stock Exchange.
Żabka completed its PLN 6.45 billion IPO on the Warsaw bourse in October 2024. The acquisition follows the withdrawal of a competing proposal from Japan’s Seven & i Holdings in July 2025, which had valued Żabka at around $46 billion.
