Alimentation Couche-Tard Inc. (TSX: ATD) announced that it plans to acquire a controlling stake in Poland’s largest convenience retailer Żabka Group (WSE: ZAB) in a deal valued at USD 8.6 billion.
Couche-Tard will initiate a voluntary tender offer through its wholly owned subsidiary, Circle K Polska sp. z.o.o. for PLN 32.00 (equivalent of USD 8.48) per share, representing a total equity value of approximately PLN 32.62 billion (equivalent of USD 8.6 billion).
The transaction represents the largest acquisition in Couche-Tard’s history, the company said.
The deal is 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.
For Couche-Tard, the acquisition will add an immediate, scaled platform in Central and Eastern Europe, it said.
The Canadian company plans to preserve Żabka’s management structure, brand, entrepreneurial franchise model and local expertise.
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.
The transaction is subject to receipt of regulatory approvals, including merger control approval by the European Commission or Polish Prezes Urzędu Konkurencji i Konsumentów (UOKiK), 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.
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.
Founded in 1998 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 sqm, located across urban, suburban and rural communities to serve immediate consumption and everyday convenience needs.
Zabka is present in Romania with a network of stores opened under the brand Froo, which it launched locally in 2024.
The company opened 778 new stores across Poland and Romania in the first half of 2026, including 706 in Poland and 72 in Romania, bringing the total to 13,063 stores at end-June 2026, up 10.8% YoY. In Q2, the group opened 343 new stores, including 303 in Poland and 40 in Romania.
(Photo: Zabka Group)
simona@romania-insider.com
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