Alimentation Couche-Tard Inc. ("Couche-Tard") (TSX: ATD), a global leader in convenience and mobility, today announced that it plans to acquire all of the issued and outstanding shares of Żabka Group ("Żabka") (WSE: ZAB), Poland's largest convenience retailer. Couche-Tard will initiate a voluntary tender offer through its wholly owned subsidiary, Circle K Polska sp. z.o.o. ("Circle K Polska"), at a price of PLN 32.00 (equivalent of US$8.48) per share (the "Offer"), representing a total equity value of approximately PLN 32.62 billion (equivalent of US$8.6 billion) (the "Transaction").
The Transaction is unanimously supported by Żabka's key executive managers, and shareholders owning, in aggregate, approximately 57% of Żabka's issued and outstanding shares, including CVC Capital Partners and Partners Group, who have entered into separate hard irrevocable agreements to tender all of their shares of Żabka into the Offer.
Couche-Tard expects to fund the Transaction through fully committed debt facilities underwritten by J.P. Morgan as Lead Arranger, with National Bank of Canada Capital Markets and The Bank of Nova Scotia acting as Joint Bookrunners.
Founded in 1998, based in Poznań, Poland, and listed on the Warsaw Stock Exchange since October 2024, Żabka Group operates more than 13,000 convenience stores across Poland and Romania and services approximately 4.3 million average daily transactions. Its network is built around compact, modular neighborhood stores averaging approximately 65 square meters (~700 square feet), strategically located across urban, suburban and rural communities to serve immediate consumption and everyday convenience needs. Żabka boasts one of Europe's most advanced convenience retail platforms – an integrated and increasingly diversified ecosystem with approximately 11.7 million users across its digital channels, a best-in-class loyalty program, advanced data and analytics capabilities, and a growing portfolio of digital, e-commerce and foodservice businesses.
For Couche-Tard, the acquisition will add an immediate, scaled platform in Central and Eastern Europe, preserving Żabka's management structure, highly recognized brand, entrepreneurial franchise model and local expertise. In Poland, it will complement the company’s existing network of nearly 400 Circle K service stations offering fuel as well as food & beverages and other convenience items.
Assuming completion of the Transaction, it would represent Couche-Tard’s largest acquisition to date and significantly advance its Core + More strategy by adding a differentiated platform to support long-term growth, innovation and value creation.
"This is a transformational investment for Couche-Tard and an important milestone in our growth journey," said Alex Miller, President and Chief Executive Officer of Alimentation Couche-Tard. "Żabka has built one of Europe's most impressive convenience retail businesses, combining a powerful customer proposition with an entrepreneurial franchise model, a highly disciplined and proven operating platform, and a strong track record of growth. We have tremendous respect for what the Żabka team and its franchisees have accomplished. We are committed to supporting the continued growth of the Żabka business while drawing from its strengths in areas such as food, digital engagement, customer loyalty, private brand, supply chain, logistics and innovation, and as a result, further accelerating our Core + More strategy. Together, we will be well positioned to create lasting value for customers, franchisees, employees, business partners, and shareholders."
Tomasz Blicharski, Chief Strategy and Development Officer and Chief Executive Officer designate of Żabka Group, said: “Today's transaction marks the beginning of an entirely new and exciting chapter for Żabka Group. Couche-Tard shares our commitment to innovation, convenience and customer-centricity and recognizes the strength of the brand, the franchise community and the team that have made Żabka one of Europe's leading convenience platforms. Together, we will be even better positioned to accelerate growth, continue investing in our people and capabilities, and create even greater value for customers, franchisees, and communities."
Tomasz Suchański, CEO and Chairperson of the Board of Directors of Żabka Group, said: "Thanks to the dedication of our employees and the continued support of our customers, franchisees and business partners, we have built a company that has grown into one of Europe’s leading convenience platforms and become an attractive partner for one of the industry’s leading players. Today’s announcement reflects the strength of our business, the power of our brand, and the long-term value we have created together. It follows a highly successful nine-year partnership with CVC – and with Partners Group, which invested in 2019 – during which Żabka Group underwent a remarkable transformation, strengthened its market position and expanded into new areas of growth. This milestone would not have been possible without the commitment, passion, and hard work of everyone who has contributed to this journey.”
István Szőke, Managing Partner of CVC, said, “We are incredibly proud of everything that has been achieved during our partnership with Żabka. Together with an exceptional management team, we have built Europe’s leading convenience retail platform through technological innovation, operational excellence and disciplined execution, creating lasting value for customers, franchisees, employees and shareholders. We thank the entire Żabka team for their commitment and partnership and are confident Couche-Tard will be an outstanding long-term steward as the company embarks on its next chapter.”
Key Financial Highlights[1]
Taking into account last-twelve-month revenue of Żabka, Couche-Tard would have illustrative pro forma[2] last-twelve-month combined revenue of approximately US$83.9 billion and adjusted EBITDA of approximately US$7.8 billion[3] (adjusted EBITDA margin of approximately 9.3%3), excluding the impact of synergies. For the trailing twelve months ended March 31st, 2026, Żabka generated approximately US$7.4 billion in revenue and adjusted EBITDA of approximately US$1.1 billion3 and approximately US$0.3 billion of net profits.
Furthermore, Couche-Tard has identified significant cost and revenue synergy opportunities of approximately US$250 million, with the ability to be fully achieved by the third year following closing[4].
The Transaction is expected to be accretive to adjusted EBITDA margin3 at the outset, and accretive to earnings per share by the second year following closing, with the opportunity to achieve a double-digit return on invested capital[5] by the third year following closing.
Couche-Tard currently expects pro forma leverage of approximately 3.0x net debt to adjusted EBITDA3 at closing, with no anticipated impact on its credit rating, with the intention to return within Couche-Tard’s leverage ratio framework range by the second year following closing.
Transaction Timeline and Other Considerations
The Transaction will be implemented pursuant to the Offer. Żabka's shareholders will be offered PLN 32.00 (equivalent of US$8.48) per share in cash, representing a total equity value of approximately PLN 32.62 billion (equivalent of US$8.6 billion) based on the number of issued and outstanding shares as at the date hereof.
The Offer will be subject to receipt of certain regulatory approvals or expiry of applicable waiting periods in respect thereof, including merger control approval by the European Commission or Polish Prezes Urzędu Konkurencji i Konsumentów (UOKiK), as applicable, foreign direct investment approval by Romanian Comisia pentru examinarea investiţiilor străine directe, and approval under the European Union's Foreign Subsidies Regulation by the European Commission.
The number of Żabka shares ultimately acquired by Couche-Tard will depend on the level of shareholder acceptances under the Offer. If Couche-Tard reaches at least 95% of the total voting rights in Żabka, it intends to initiate a compulsory acquisition (squeeze-out) of the remaining shares and take the necessary steps to procure the delisting of Żabka's shares from the Warsaw Stock Exchange. Accordingly, there can be no assurance that, upon completion of the Offer or thereafter, Couche-Tard will be able to carry out a compulsory acquisition or procure such delisting.
The complete details of the Offer, including all terms and conditions thereof, will be included in an offer document for the Offer (the "Offer Document") to be made available to Żabka's shareholders following review by the Polish Financial Supervision Authority (the "PFSA") pursuant to applicable Polish law. The Offer Document is expected to be reviewed by the PFSA in time for the Offer period to commence towards August 26, 2026. The Offer may only be launched and accepted on the basis of the Offer Document.
In accordance with Polish securities laws, the Offer is expected to initially be opened for acceptance by Żabka shareholders for a period of 30 days following commencement of the Offer period as referenced above. Couche-Tard may extend the acceptance period one or more times. Barring unforeseen circumstances or extensions of the acceptance period of the Offer, it is currently expected that if successful, the Offer will be completed not later than in December 2026, assuming the prior satisfaction or waiver of all conditions for the Offer.
Hard Irrevocable Undertakings
In connection with the Offer, CVC Capital Partners, Partners Group, and Żabka's key executive managers, who own, in aggregate, approximately 57% of the issued and outstanding shares of Żabka as at the date hereof, have entered into separate hard irrevocable undertakings, whereby they have agreed, subject to the terms and conditions thereof, to tender all their shares into the Offer.
As part of the management retention arrangements, Żabka's key executive managers have committed to sell all of their Żabka shares into the Offer and to reinvest a material portion of their cash proceeds in Couche-Tard shares.
Transaction Agreement
Furthermore, Żabka has entered into the transaction agreement with Circle K Polska, regulating, among other things, the conduct of Żabka’s business in the ordinary course prior to settlement of the Offer and its disclosure obligations in the context of the Offer (the "Transaction Agreement").
Additional information concerning the Transaction will be included in materials to be filed with applicable securities regulators.
J.P. Morgan is serving as exclusive financial adviser to Couche-Tard and Goldman Sachs is serving as exclusive financial adviser to Żabka Group in connection with the Transaction.
[1] Please refer to the “Forward-Looking Statements” section for additional information.
[2] Based on the fifty-two weeks period ending April 26, 2026, in respect of Couche-Tard, and the twelve-month period ending March 31, 2026, in respect of Żabka.
[3] Please refer to the “Non-IFRS Accounting Standards” section for additional information on performance measures not defined by IFRS Accounting Standards. Fiscal 2026 adjusted EBITDA of US$6.7 billion (Net earnings - US$3.1 billion).
[4] Assuming a gradual acquisition of 100% of Żabka Group equity over the next three years following completion of the Transaction.
[5] Calculated as pre IFRS-16 earnings before interest and tax divided by enterprise value, plus cumulative capex, D&A excluding right-of-use, and working capital. Assumes acquisition of 100% of Żabka Group equity.
