Companies

Couche-Tard launches its largest deal yet: a US$8.7B tender offer for Poland's Żabka

The Laval-based Circle K owner is offering 32 zlotys a share for the 13,000-store Polish chain, with holders of about 57% of shares already committed.

By John Wilson · August 26, 2026

Alimentation Couche-Tard formally launched its bid for Polish convenience chain Żabka on Wednesday, opening what the company describes as its largest acquisition to date. Through its subsidiary Circle K Polska, the Quebec-based retailer is offering 32 zlotys per share in a voluntary tender offer for all of Żabka's shares.

The offer values Żabka at about 32.62 billion zlotys, or roughly US$8.7 billion. The tender period runs from Aug. 27 to Sept. 25, with completion of the share purchase scheduled for Sept. 30.

The numbers

The price is about 2.3% above Żabka's last close of 31.28 zlotys on the Warsaw exchange, a modest premium that reflects how much of the deal was already known to the market.

BNN Bloomberg's Investor Outlook put the valuation at about 10 times EBITDA, with Couche-Tard's leverage expected at around three times after closing.

Shareholder support: holders of about 57% of Żabka's shares, including private equity firms CVC Capital Partners and Partners Group, have signed irrevocable undertakings to tender
Żabka's results for the 12 months to March 31, 2026: revenue of US$7.4 billion, adjusted EBITDA of US$1.1 billion and net profit of nearly US$0.3 billion
Expected synergies: about US$250 million a year, fully realized by the third year after closing
Pro forma combined business: revenue of about US$83.9 billion and adjusted EBITDA of US$7.8 billion, before synergies

Why Żabka

Żabka operates about 13,000 stores across Poland and Romania, a dense urban convenience network that gives Couche-Tard a much larger footprint in Central Europe, where Circle K already runs about 400 fuel stations in Poland. The deal comes after Japan's Seven & i Holdings ended talks on a potential investment in Żabka.

For a company that has historically grown through acquisitions, the purchase also signals a shift toward convenience formats that rely less on fuel sales, a theme that matters as vehicle fleets gradually electrify.

The risks

The offer still needs several regulatory approvals, including merger clearance from the European Commission or Poland's competition authority, foreign investment approval in Romania and clearance under the EU's Foreign Subsidies Regulation. Couche-Tard needs 95% of shares to force a squeeze-out of remaining holders and delist Żabka.

Integration is the other test. Paying about 10 times EBITDA for a large foreign retailer adds debt, and the expected synergies depend on execution. Analysts at Stifel nonetheless raised their next-year earnings-per-share estimate for Couche-Tard by 6%, according to BNN Bloomberg.

What it means for you

Couche-Tard is one of the TSX's largest consumer companies and is widely held in Canadian equity funds and ETFs, so many investors own a piece of it indirectly. Large acquisitions can add growth but also bring integration and currency risk, as more of the company's earnings will come from Poland.

For investors weighing retail or consumer staples stocks, it can be useful to look at debt levels after major deals and at how much of a company's profit depends on a single segment, such as fuel. This is general information, not personalized advice.

Sources

General news and information, not individualized financial advice. Figures reflect the publication date.