Żabka Group acquired by Couche-Tard

Supported by fully committed debt facilities underwritten by J.P. Morgan, National Bank of Canada Capital Markets, and The Bank of Nova Scotia, Alimentation Couche-Tard Inc. launches a voluntary tender offer to acquire the entirety of the outstanding shares of Żabka Group. Formally announced in July 2026, this cross-border transaction relies on the Canadian acquirer's local subsidiary, Circle K Polska, to act as the direct purchasing entity, offering 32 Polish zlotys per share in cash. To execute this definitive market consolidation, the incoming parent group secured hard irrevocable undertakings from key institutional shareholders, specifically CVC Capital Partners and Partners Group, alongside the target's executive management team. These committed parties, controlling approximately 57% of the total voting rights, have formally agreed to tender their equity into the ongoing offer. At the time of the transaction, the Polish retailer generated an annual revenue of $7.4B and an adjusted EBITDA of $1.1B over the trailing twelve months ending March 2026. The strategic rationale articulated by Chief Executive Officer Alex Miller targets the immediate establishment of a massively scaled platform within the Central and Eastern European convenience markets. By merging the target's dense network with its own existing footprint, the acquiring entity expects to unlock cost and revenue synergies estimated at US$250 million annually by the third year following the transaction's close. From a financial perspective, the integration aims to be highly accretive to earnings per share by the second year, while the buyer actively targets returning to its historical leverage ratio framework within the same timeframe. The transaction architecture establishes a clear pathway to complete control; if the Canadian operator successfully secures at least 95% of the total voting rights during the tender period concluding in September 2026, it intends to trigger a mandatory squeeze-out procedure and permanently delist the target from the Warsaw Stock Exchange. The execution of this complex public takeover relies on an advisory consortium, with buy-side financial engineering managed exclusively by J.P. Morgan, while Goldman Sachs acts as the dedicated financial adviser for the targeted organization. Furthermore, Ipopema Securities functions as the local intermediary broker facilitating the share transfers on the open market. Final settlement remains strictly conditional upon receiving explicit regulatory clearances, specifically including merger control authorizations from the European Commission or the Polish UOKiK, as well as foreign direct investment approvals mandated by Romanian authorities.