Alimentation Couche-Tard (TSX: ATD) has agreed to acquire all issued and outstanding shares of Żabka Group (WSE: ZAB), Poland's largest convenience retailer, through a voluntary tender offer priced at PLN 32.00 per share — equivalent to $8.48 — for a total equity value of approximately $8.6 billion. The deal, the largest in Couche-Tard's history, will be executed via its wholly owned subsidiary Circle K Polska sp. z.o.o. and is funded through fully committed debt facilities arranged by J.P. Morgan, with National Bank of Canada Capital Markets and The Bank of Nova Scotia acting as joint bookrunners.
The Numbers
Żabka generated approximately $7.4 billion in revenue and approximately $1.1 billion in adjusted EBITDA for the trailing twelve months ended March 31, 2026, at an adjusted EBITDA margin of 14.8% — materially above Couche-Tard's standalone fiscal 2026 adjusted EBITDA margin of 8.8%. On a pro forma combined basis, the two companies would have posted revenue of approximately $83.9 billion and adjusted EBITDA of approximately $7.8 billion, representing a blended margin of 9.3%. Couche-Tard expects pro forma leverage of approximately 3.0x net debt to adjusted EBITDA at closing, with a return to its internal leverage framework by the second year post-close. The company anticipates earnings-per-share accretion in year two and a double-digit return on invested capital by year three, assuming gradual acquisition of 100% of Żabka's equity over that period. Management has also identified cost and revenue synergy opportunities of approximately $250 million, expected to be fully realised by the third year following closing.
Why It Matters
Żabka's network spans more than 13,000 compact neighbourhood stores — averaging roughly 65 square metres — across Poland and Romania, serving approximately 4.3 million average daily transactions. Its digital ecosystem counts approximately 11.7 million users and includes a loyalty programme, e-commerce grocery operations under the Jush! and Delio banners, prepared-meal delivery through Maczfit, and autonomous unmanned outlets under the Żabka Nano banner. For Couche-Tard, the transaction fills a structural gap: the company currently operates nearly 400 Circle K service stations in Poland but lacked the dense urban convenience footprint that Żabka provides. The acquisition accelerates what Couche-Tard describes as its "Core + More" strategy — broadening beyond fuel-linked convenience into foodservice, digital engagement, private label, and loyalty-driven retail, areas where Żabka's infrastructure is directly applicable. The deal also provides a template for the kind of convenience-retail foodservice and digital integration that operators across Europe and North America are increasingly pursuing as fuel volumes face long-term structural pressure.
Deal Terms & Timeline
Shareholders representing approximately 57% of Żabka's outstanding shares — including private equity sellers CVC Capital Partners and Partners Group, which backed the business since 2015 and 2019, respectively — have entered hard irrevocable undertakings to tender their shares. Żabka's key executive managers have also agreed to sell their shares and reinvest a material portion of proceeds in Couche-Tard stock, aligning management incentives with the acquirer. The offer document is expected to be reviewed by Poland's Financial Supervision Authority in time for an acceptance period to open around August 26, 2026. Barring extensions, Couche-Tard expects to complete the transaction no later than December 2026, subject to merger control clearance from the European Commission or Poland's UOKiK, foreign direct investment approval in Romania, and review under the EU Foreign Subsidies Regulation. If Couche-Tard acquires at least 95% of voting rights, it intends to execute a compulsory squeeze-out and seek delisting from the Warsaw Stock Exchange. Alex Miller, President and Chief Executive Officer of Alimentation Couche-Tard, described the transaction as "transformational," citing Żabka's franchise model and capabilities in food, data analytics, and customer loyalty as areas from which the broader Circle K network can draw insight. The deal's emphasis on preserving Żabka's brand, management structure, and franchisee relationships reflects the acquirer's standard playbook — seen also in its earlier European convenience-store acquisitions — of maintaining local identity while extracting operational leverage across the combined platform.
Written by Michael Politz, Author of Guide to Restaurant Success: The Proven Process for Starting Any Restaurant Business From Scratch to Success (ISBN: 978-1-119-66896-1), Founder of Food & Beverage Magazine, the leading online magazine and resource in the industry. Designer of the Bluetooth logo and recognized in Entrepreneur Magazine's "Top 40 Under 40" for founding American Wholesale Floral, Politz is also the Co-founder of the Proof Awards and the CPG Awards and a partner in numerous consumer brands across the food and beverage sector.
