Couche-Tard to acquire Żabka for $8.6 billion in record deal

Alimentation Couche-Tard will acquire Polish convenience retailer Żabka Group for PLN 32.62 billion ($8.6 billion) in cash, its largest acquisition ever and a controlling position in one of Europe's leading convenience and digital retail platforms. The tender offer of PLN 32.00 per share, launched through wholly owned subsidiary Circle K Polska, carries hard irrevocable undertakings from shareholders holding approximately 57 percent of Żabka's issued shares, including CVC Capital Partners and Partners Group.

"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."

Żabka generated approximately $7.4 billion in revenue and $1.1 billion in adjusted EBITDA for the trailing twelve months ended March 31, 2026, with a 14.8 percent adjusted EBITDA margin. The company operates more than 13,000 stores across Poland and Romania, serving approximately 4.3 million daily transactions, and counts roughly 11.7 million users across its digital channels. Couche-Tard has identified approximately $250 million in combined cost savings and revenue opportunities, expected to be fully achieved by the third year after closing, with the deal expected to be accretive to adjusted EBITDA margin at the outset and to earnings per share by the second year.

The transaction gives Couche-Tard an immediate scaled platform in Central and Eastern Europe, complementing its existing network of nearly 400 Circle K service stations in Poland. Pro forma combined revenue would reach approximately $83.9 billion with adjusted EBITDA of $7.8 billion, a 9.3 percent margin. Couche-Tard expects pro forma leverage of approximately 3.0x net debt to adjusted EBITDA at closing, with no anticipated impact on its credit rating, and intends to return within its leverage framework by the second year.

Deal structure and regulatory path

The offer is subject to regulatory approvals including merger control clearance from the European Commission or Polish UOKiK, Romanian foreign direct investment approval, and clearance under the EU's Foreign Subsidies Regulation. The offer document is expected to be reviewed by the Polish Financial Supervision Authority in time for the acceptance period to commence around August 26, 2026, with completion expected by December 2026. If Couche-Tard reaches at least 95 percent of voting rights, it intends to initiate a compulsory acquisition of remaining shares and delist Żabka from the Warsaw Stock Exchange.

Żabka's key executive managers have committed to sell their shares into the offer and reinvest a material portion of proceeds in Couche-Tard shares as part of management retention arrangements. J.P. Morgan is serving as exclusive financial adviser to Couche-Tard, with Goldman Sachs advising Żabka Group. The transaction is funded 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 as joint bookrunners.

Strategic rationale and combined scale

The deal follows Żabka's listing on the Warsaw Stock Exchange in October 2024 and a nine-year partnership with CVC Capital Partners, which invested in 2016, and Partners Group, which joined in 2019. For Couche-Tard, the acquisition advances its Core + More strategy by adding a differentiated platform with strengths in food, digital engagement, loyalty, private brand, supply chain, and logistics. The combined entity would operate close to 30,000 stores across 27 countries and territories, employing approximately 145,000 people through Couche-Tard's network plus Żabka's franchise ecosystem.

Żabka's franchise model — compact, modular neighborhood stores averaging approximately 65 square meters — differs from Couche-Tard's predominantly company-operated fuel station format, giving the Canadian retailer exposure to urban and suburban convenience demand across Poland and Romania. The company's digital ecosystem, including the Maczfit prepared-meal delivery service, Dietly meal solutions marketplace, and Jush! and Delio eGrocery brands, adds a fast-growing e-commerce layer to Couche-Tard's traditional retail footprint.

This article is for informational purposes only and does not constitute investment advice.