The Deal
Alimentation Couche-Tard has agreed to acquire Żabka Group, Poland's largest convenience retailer, through a voluntary tender offer priced at PLN 32.00 per share — equivalent to $8.48 per share — valuing the chain at approximately $8.6 billion in total equity. The Canadian c-store giant will execute the offer through its wholly owned subsidiary Circle K Polska, with financing fully committed and underwritten by J.P. Morgan as lead arranger. Shareholders holding roughly 57% of Żabka's outstanding shares — including private equity backers CVC Capital Partners and Partners Group — have signed hard irrevocable agreements to tender, giving the deal a clear path to closing by December 2026, pending regulatory approvals.
The Platform
Founded in 1998 and listed on the Warsaw Stock Exchange since October 2024, Żabka operates more than 13,000 compact neighborhood stores across Poland and Romania, processing approximately 4.3 million average daily transactions. The format is built around roughly 65-square-meter (~700 square feet) units — smaller than a typical U.S. c-store — positioned in urban, suburban, and rural trade areas for immediate-consumption and everyday convenience missions. Żabka's foodservice footprint includes Maczfit, a prepared-meal delivery operation, and Dietly, a direct-to-consumer meal-solutions marketplace, alongside an e-grocery business running under the Jush! and Delio banners. Its loyalty program reaches approximately 11.7 million registered digital users, giving Couche-Tard one of Europe's more advanced customer-data assets to fold into its own Circle K loyalty members ecosystem.
For the trailing twelve months ended March 31, 2026, Żabka generated approximately $7.4 billion in revenue, adjusted EBITDA of approximately $1.1 billion, and adjusted EBITDA margin of 14.8% — well above Couche-Tard's own 8.8% adjusted EBITDA margin for its most recent fiscal year. On a pro forma combined basis, Couche-Tard projects last-twelve-month revenue of approximately $83.9 billion and adjusted EBITDA of approximately $7.8 billion, at a blended margin of 9.3%, before synergies.
Synergies and Integration
Couche-Tard has identified approximately $250 million in cost and revenue synergies it expects to fully achieve by the third year following close, with the transaction expected to be accretive to adjusted EBITDA margin from the outset and accretive to earnings per share by year two. The company projects pro forma leverage of approximately 3.0x net debt to adjusted EBITDA at closing, with no anticipated credit rating impact and a return within its leverage framework by year two. Couche-Tard CEO Alex Miller called the deal "transformational," citing Żabka's franchise model, foodservice capabilities, private-brand development, and digital engagement as areas the combined company intends to leverage across its broader global network.
The acquisition complements Couche-Tard's nearly 400 existing Circle K service stations in Poland, which offer fuel alongside food and beverage and convenience merchandise. Żabka's management structure and brand will remain intact post-close — a playbook consistent with how Couche-Tard has handled past cross-border c-store acquisitions. If Couche-Tard reaches 95% of total voting rights through the tender, it intends to initiate a compulsory squeeze-out of remaining shares and seek Żabka's delisting from the Warsaw Stock Exchange. The offer period is expected to open around August 26, 2026.
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.
