Alimentation Couche-Tard has agreed to pursue control of Żabka Group through a cash tender offer worth about PLN32.62 billion, or roughly $8.6 billion at the transaction exchange rate. Its wholly owned Circle K Polska unit will offer PLN32 for every outstanding share, making the Polish retailer the largest acquisition attempted in Couche-Tard’s history rather than a purchase that has already closed.
The offer begins with unusually strong shareholder support. CVC Capital Partners, Partners Group and key Żabka executives, together holding about 57% of the shares, signed hard irrevocable commitments to tender their stakes. That gives Couche-Tard a controlling position if the offer conditions are met, but the final ownership level will depend on other shareholders; only at 95% of voting rights could it pursue a compulsory buyout and seek a Warsaw delisting.
Żabka brings scale that differs from Couche-Tard’s fuel-led European network. Founded in 1998 and listed in Warsaw since October 2024, it operates more than 13,000 compact stores in Poland and Romania, processes about 4.3 million transactions a day and has approximately 11.7 million digital users. Its franchise model, loyalty data, foodservice businesses and Romanian Froo banner give the buyer a dense urban platform rather than another service-station chain.
For Couche-Tard, which operates close to 17,300 stores across 27 countries and territories, Żabka would create an immediate position in Central and Eastern European convenience retail. The network would complement nearly 400 Circle K stations already operating in Poland. Management plans to preserve Żabka’s brand, franchise structure and local leadership while transferring capabilities in private label, logistics, loyalty and digital engagement across the combined group.
The financial case rests on Żabka’s profitability and on projections that remain to be delivered. Żabka generated about $7.4 billion of revenue, $1.1 billion of adjusted EBITDA and $294 million of net profit in the 12 months to March 31. On an illustrative basis, the companies would have produced $83.9 billion of combined revenue and $7.8 billion of adjusted EBITDA before synergies.
Couche-Tard estimates annual cost and revenue synergies of about $250 million by the third year after closing, expects earnings-per-share accretion in year two and targets a double-digit return on invested capital in year three. Those figures are management forecasts, not contracted savings. Execution will require integrating purchasing, technology and supply chains without weakening Żabka’s franchise economics or customer proposition.
The purchase will be funded with fully committed debt facilities led by J.P. Morgan, alongside National Bank of Canada Capital Markets and Scotiabank. Couche-Tard expects net debt to adjusted EBITDA of about 3.0 times at closing and intends to return to its leverage framework by the second year, while anticipating no credit-rating effect. The larger balance-sheet burden therefore makes deleveraging and synergy delivery central tests of the deal.
Closing remains subject to merger control in Brussels or Poland, Romanian foreign-investment clearance and European Union foreign-subsidy approval. Polish regulators are expected to review the offer document in time for an acceptance period to begin around August 26 and run initially for 30 days, with completion targeted no later than December 2026. Until those approvals and acceptances arrive, the PLN32 price, the 57% commitments and the financing define a supported bid—not a completed takeover.
