Alimentation Couche-Tard has agreed to acquire a majority stake in Poland’s largest convenience-store chain for US$8.7 billion.

Once completed, the transaction will be the largest acquisition in Couche-Tard’s history, said the Laval, Que.-based global convenience-store and fuel-station chain owner.

Couche-Tard said it will launch a voluntary tender offer through its subsidiary Circle K Polska to acquire all outstanding shares of Żabka for 32 Polish zlotny per share in cash, valuing the company at approximately 32.62 billion zlotny. The offer is backed by Żabka’s executive management and shareholders representing about 57% of the company’s outstanding shares, including CVC Capital Partners and Partners Group.

Founded in 1998, Żabka operates more than 13,000 convenience stores across Poland and Romania and processes about 4.3 million transactions daily. The retailer also serves approximately 11.7 million users through its digital platforms and loyalty program.

The acquisition will expand Couche-Tard’s presence in Central and Eastern Europe while complementing its existing network of nearly 400 Circle K service stations in Poland. The company said Żabka will retain its management team, brand and franchise model.

Couche-Tard expects to finance the acquisition through committed debt facilities underwritten by J.P. Morgan, with National Bank of Canada Capital Markets and Scotiabank acting as joint bookrunners.

“This is a transformational investment for Couche-Tard and an important milestone in our growth journey,” said Alex Miller, president and CEO of Couche-Tard. “Żabka has built one of Europe’s most impressive convenience-retail businesses, combining a powerful customer proposition with an entrepreneurial franchise model, a highly disciplined and proven operating platform, and a strong track record of growth.

“We have tremendous respect for what the Żabka team and its franchisees have accomplished. We are committed to supporting the continued growth of the Żabka business while drawing from its strengths in areas such as food, digital engagement, customer loyalty, private brand, supply chain, logistics and innovation, and as a result, further accelerating our Core + More strategy. Together, we will be well positioned to create lasting value for customers, franchisees, employees, business partners, and shareholders.”

Couche-Tard said the number of Żabka shares that the Canadian giant ultimately acquires will depend how many of the Polish firm’s shareholders accept the offer. If Couche-Tard achieves at least 95% of the voting rights in Żabka, the Canadian company will exercise a compulsory acquisition, known as a squeeze-out, of the remaining shares and take the Polish retailer private, delisting it from the Warsaw Stock Exchange.

Regardless of how the take-private effort plays out, Couche-Tard’s acquisition of Żabka is set because a majority of shareholders, have entered into what Couche-Tard called “hard, irrevocable agreements to tender all of their Żabka shares into the offer.”

Tomasz Blicharski, chief strategy and development officer and CEO-designate of Żabka Group, said: “Today’s transaction marks the beginning of an entirely new and exciting chapter for Żabka Group. Couche-Tard shares our commitment to innovation, convenience and customer-centricity and recognizes the strength of the brand, the franchise community and the team that have made Żabka one of Europe’s leading convenience platforms.

“Together, we will be even better positioned to accelerate growth, continue investing in our people and capabilities, and create even greater value for customers, franchisees, and communities.”

Subject to regulatory approvals and other closing conditions, the offer is expected to open in late August and close by December 2026. Couche-Tard said it expects to achieve approximately US$250 million in annual cost and revenue synergies by the third year after closing.

The deal demonstrates Couche-Tard’s continuing strong appetite for acquisitions after its attempt to acquire 7-Eleven’s Japanese parent for approximately US$46 billion in 2025 fell through. Couche-Tard claimed that the Tokyo-based firm deliberately stalled negotiations.

Pictured: Circle K store

Photo: Circle K