Couche-Tard launches $8.6 billion Żabka tender offer in its biggest deal yet

Alimentation Couche Tard announced on Wednesday its $8.6 billion acquisition of Polish convenience-store operator Zabka Group SA. The Canadian company is offering PLN32 per Zabka share in a tender offer conducted through its unit Circle K Polska. This deal represents a 2.3% premium over Zabka's closing price on August 25. With this acquisition, Couche-Tard aims to control one of Europe's fastest-growing convenience platforms, adding over 13,000 stores in Poland and Romania to its existing 29 countries.

The combined group would have approximately 30,300 stores, with the European footprint rising from 30% to about 60% of the global store base. Couche-Tard anticipates about $250 million in annual cost and revenue synergies, which are expected to be fully realized by the third year after closing. The company believes the transaction will be accretive to adjusted EBITDA margin and earnings per share from the outset.

The Zabka deal follows Couche-Tard's aborted pursuit of Seven & i Holdings last year, which valued the Japanese owner of 7-Eleven at about $46 billion. This acquisition comes after securing hard irrevocable commitments from shareholders representing about 57% of Zabka’s shares, including CVC Capital Partners and members of Zabka's key management team.

Couche-Tard plans to preserve Zabka's brand and franchise model while adding its expertise in private labels, supply chain, logistics, and innovation. The company intends to finance the transaction through debt facilities, with a possible squeeze-out of remaining shareholders and delisting of Żabka from the Warsaw Stock Exchange if it gains 95% voting rights.