Alimentation Couche-Tard announced on 31 July a voluntary tender offer for all shares in Żabka Group, Poland's largest convenience retailer, at PLN32.00 per share, valuing the company at about PLN32.62bn ($8.6bn).
Why Alimentation Couche-Tard Inc. is buying Żabka Group
Couche-Tard said the deal gives it an immediate, scaled platform in Central and Eastern Europe and supports its Core + More strategy, drawing on Żabka's strengths in food, digital engagement, loyalty, private label and logistics. It will keep Żabka's management, brand and franchise model, alongside its nearly 400 Circle K service stations in Poland.
“This is a transformational investment for Couche-Tard and an important milestone in our growth journey.”
Deal terms and financing
The offer will be made by Circle K Polska and funded through fully committed debt facilities underwritten by J.P. Morgan. Shareholders with about 57% of the shares, including CVC Capital Partners and Partners Group, have agreed to tender all their holdings. Notes from Poland reported that the CVC-linked Heket holds 37.6%.
Regulatory approvals and timing
The offer requires merger control approval from the European Commission or Poland's UOKiK, as applicable, and other regulatory clearances. Subscriptions were expected to open in late August, with completion targeted by the end of 2026. Couche-Tard intends to squeeze out minorities and delist Żabka if it reaches 95%.
Market context
Żabka, founded in 1998 and based in Poznań, operates more than 13,000 stores in Poland and Romania and handles about 4.3 million transactions a day. It listed on the Warsaw Stock Exchange in October 2024. CVC first invested nine years ago and Partners Group in 2019.
