Alimentation Couche-Tard to acquire Poland’s Żabka Group in $8.6B US deal
Alimentation Couche-Tard Inc. is making its largest acquisition to date with a deal to acquire Żabka Group, Poland's largest convenience retailer, in a transaction valued at approximately $8.6 billion US (PLN 32.62 billion).
The Laval, Que.-based convenience store operator announced Friday that it plans to acquire all issued and outstanding shares of Żabka Group through a voluntary tender offer by its wholly owned subsidiary, Circle K Polska sp. z.o.o.
The offer stands at PLN 32.00 (equivalent to $8.48 US) per share.
Couche-Tard said the deal is unanimously supported by Żabka’s key executive managers and shareholders owning roughly 57% of the company's shares, including CVC Capital Partners and Partners Group, who have entered hard irrevocable agreements to tender their shares.
Strategic expansion into central and eastern Europe
Founded in 1998 in Poznań, Poland, Żabka listed on the Warsaw Stock Exchange in October 2024. The chain operates more than 13,000 convenience stores across Poland and Romania, averaging 4.3 million daily transactions. Its compact neighbourhood stores average about 65 square metres.
The Polish retailer also brings an integrated digital ecosystem featuring 11.7 million users across its digital channels, alongside a loyalty program, data analytics, and growing e-commerce and foodservice operations.
Details of the $8.6B Żabka Group acquisition
Couche-Tard expects the purchase to give it an immediate, scaled platform in Central and Eastern Europe. The Canadian retailer plans to preserve Żabka’s management structure, brand, franchise model, and local expertise. In Poland, the new stores will complement Couche-Tard's existing network of nearly 400 Circle K service stations.
"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."
Tomasz Blicharski, chief strategy and development officer and CEO designate of Żabka Group, described the transaction as the start of an exciting new chapter.
"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," Blicharski said.
Tomasz Suchański, CEO and chairperson of the board of directors of Żabka Group, noted that the deal follows a successful nine-year partnership with CVC, and with Partners Group, which invested in 2019.
István Szőke, managing partner of CVC, expressed confidence in the new parent company: "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."
READ: Couche-Tard wins TSX approval to renew share repurchase program
Financial overview
Couche-Tard plans to finance the acquisition through fully committed debt facilities underwritten by lead arranger J.P. Morgan, with National Bank of Canada Capital Markets and The Bank of Nova Scotia serving as joint bookrunners.
For the trailing 12 months ended March 31, 2026, Żabka generated approximately $7.4 billion US in revenue, $1.1 billion US in adjusted EBITDA, and $0.3 billion US in net profits.
When combining both companies' past-year results, Couche-Tard’s total revenue would be about $83.9 billion US, with core earnings of roughly $7.8 billion US before accounting for any cost savings or new growth from the deal.
Couche-Tard expects to save money and boost sales by about $250 million US within three years after the deal closes.
The deal is expected to be accretive to adjusted EBITDA margin immediately, accretive to earnings per share by the second year after closing, and offers the opportunity to hit a double-digit return on invested capital by the third year.
When the deal closes, Couche-Tard expects its debt to be about three times its annual core earnings. The company does not expect this to affect its credit rating and plans to bring its debt back to normal target levels within two years.
