Alimentation Couche-Tard, the Canadian owner of Circle K, has agreed to acquire a controlling stake in Żabka Group and launched a voluntary tender offer for all shares in Poland’s largest convenience store chain at PLN 32 apiece.
The Laval-based group announced the agreement on 31 July 2026. The offer, to be made through its wholly owned subsidiary Circle K Polska, values Żabka’s equity at approximately PLN 32.62 billion (about USD 8.6 billion) and represents a premium of roughly 9 percent to the company’s previous closing price on the Warsaw Stock Exchange.
Shareholders holding more than 57 percent of Żabka’s existing shares have already committed to tender. They include CVC Capital Partners, through its Heket vehicle holding 37.6 percent, Partners Group with around 10 percent, and members of Żabka’s senior management.
Timeline and conditions
The subscription period is expected to open around 26 August 2026 and to run initially for 30 days. Couche-Tard expects to complete the transaction in December 2026, subject to clearances from the European Commission under EU merger control and the Foreign Subsidies Regulation, from Poland’s competition authority UOKiK, and from Romania’s foreign direct investment screening body.
If Couche-Tard secures at least 95 percent of voting rights, it intends to carry out a squeeze-out of remaining minority shareholders and withdraw Żabka from trading on the Warsaw Stock Exchange. The company listed there in October 2024 in what was Poland’s largest IPO in years.
What Couche-Tard is buying
Founded in 1998 and headquartered in Poznań, Żabka operates more than 13,000 convenience stores in Poland and Romania, serving roughly 4.3 million customers a day. Its stores average about 65 square metres, and its digital platforms count some 11.7 million users. In the twelve months to 31 March 2026 the group reported revenue of about USD 7.4 billion and adjusted EBITDA of roughly USD 1.1 billion.
Couche-Tard already runs close to 400 Circle K fuel and convenience sites in Poland. The company expects annual synergies of around USD 250 million by the end of the third year after closing. On a pro forma combined basis, the enlarged group would post revenue of approximately USD 83.9 billion and adjusted EBITDA of about USD 7.8 billion.
Brand and franchise model to stay
Couche-Tard has said it intends to retain the Żabka brand, keep the Poznań headquarters and preserve the chain’s franchise model, under which individual operators run the stores. Chief executive Alex Miller said the Canadian group already operates thousands of franchised outlets and does not anticipate changes in Poland, adding that Żabka’s operational autonomy would remain intact and its management team would continue to lead the business. Tomasz Blicharski, currently chief strategy and development officer, is set to become chief executive of Żabka Group.
J.P. Morgan advised Couche-Tard and arranged committed debt financing for the deal; Goldman Sachs advised Żabka.
The agreement comes days after Japan’s Seven & i Holdings withdrew from talks over the Polish chain.
Polish NEWS /art/ Soruce: Agencja Informacyjna / 30 July 2026
