Canadian convenience store retailer Alimentation Couche-Tard has agreed to acquire the entire issued and outstanding share capital of Polish convenience retailer Żabka Group in a transaction with equity value of 32.62bn zlotys ($8.74bn).
The Canadian convenience and mobility operator will make a voluntary tender offer through its wholly owned subsidiary Circle K Polska.
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Under the offer, shareholders would receive 32 zlotys per share in cash.
Couche-Tard said the deal is its “largest” acquisition to date.
Shareholders representing approximately 57% of Żabka’s shares, including CVC Capital Partners and Partners Group, have signed hard irrevocable undertakings to tender their stakes under the offer.
Żabka’s senior executives have also agreed to sell their shares and intend to reinvest a significant portion of the proceeds into Couche-Tard equity.
According to the statement, the transaction has unanimous support from Żabka’s leadership team.
The deal comes after Japanese retailer Seven & i Holdings ended discussions last month regarding a potential investment in Żabka.
For the 12 months to 31 March 2026, Żabka recorded revenue of $7.4bn, adjusted EBITDA [earnings before interest, taxes, depreciation and amortisation] of $1.1bn and net profit of nearly $0.3bn.
On a pro forma basis, the combined business would have last-12-month revenue of about $83.9bn, adjusted EBITDA of roughly $7.8bn and an adjusted EBITDA margin of close to 9.3%, before synergies.
Couche-Tard identified possible cost and revenue synergies of about $250m, with full realisation targeted by the third year after completion.
The company said the transaction is expected to increase adjusted EBITDA margin immediately and raise earnings per share from year two onward.
The acquisition is subject to a number of regulatory approvals.
These include merger control clearance from either the European Commission or Poland’s UOKiK, foreign direct investment approval from Romania’s screening authority, and clearance under the EU’s Foreign Subsidies Regulation.
Poland’s Financial Supervision Authority must also review the offer document.
The tender period is expected to start around 26 August 2026 and continue for an initial 30 days.
If there are no delays, completion is expected by December 2026 at the latest.
If Couche-Tard obtains at least 95% of Żabka’s voting rights, it intends to carry out a compulsory squeeze-out of remaining shareholders and remove the company from the Warsaw Stock Exchange.
The deal adds to Couche-Tard’s presence in Central and Eastern Europe and comes alongside its existing network of nearly 400 Circle K stations in Poland.
