Canada's Couche-Tard to Buy Żabka for 32 Billion PLN After 7-Eleven Pulls Out

Couche-Tard’s Tender Offer for Żabka

Canadian convenience and fuel giant Alimentation Couche-Tard, which operates the Circle K brand in Poland, has made a definitive move to acquire the entire share capital of Żabka Group. The company launched a tender offer at 32 PLN per share, valuing Poland’s largest convenience store chain at approximately 32 billion PLN. The offer covers all 1,002,974,605 outstanding shares.

The path to this deal opened after Japan’s Seven & I Holdings, owner of the 7-Eleven chain, withdrew from its own pursuit of Żabka earlier this month. News of a possible Japanese bid had briefly pushed Żabka’s stock to a record 33.31 PLN. When that fell apart, Couche-Tard stepped in with a firm, all-cash proposal.

Key shareholders CVC Capital Partners, through vehicles Heket and PG Investment Company, have already committed to tender their combined 47.637% stake (377.36 million shares from Heket and 100.43 million from PG). Żabka’s shares jumped 12.1% at the open on Friday, peaking at 32.80 PLN before stabilising around the offer price of 32 PLN – a signal that the market views the bid as credible but not expecting an immediate counter-offer.

What the Deal Means for Żabka’s Shareholders and Poland’s Retail Landscape

Why CVC Is Exiting Now

The private equity firm first acquired Żabka in 2017 from Mid Europa Partners, then floated it on the Warsaw Stock Exchange in 2023. Last November, CVC sold a 10% block at 21.50 PLN per share through an accelerated bookbuild. The Couche-Tard offer of 32 PLN represents a 48.8% premium to that placement and a lucrative full exit for the remainder. With a lock-up period already relaxed, the fund can crystallise a return that far exceeds its earlier partial sale.

Couche-Tard’s Polish Retail Gambit

Żabka operates over 9,000 proximity stores across Poland, while Circle K runs a network of fuel stations. Combining the two creates a vast physical footprint with potential synergies in logistics, fresh food supply chains and cross‑promotion. Couche-Tard gains immediate scale in a market where convenience retailing is still expanding and where it can deploy its global experience in store operations and private‑label products.

Can Minority Shareholders Expect a Better Offer?

With CVC’s irrevocable commitment, Couche-Tard effectively locks up nearly half the share capital. That makes a rival bid extremely difficult to construct, because any challenger would need to secure majority acceptance without the cornerstone stake. 7‑Eleven has already withdrawn, and no other public suitor has emerged. The fact that the market price settled exactly at the bid price, not above it, indicates investors do not expect a bump. Unless a late‑stage interloper appears or Couche-Tard feels pressure to raise the price to reach a compulsory squeeze‑out threshold, the 32 PLN tag is likely the final word.

For Investors: Tender, Hold, or Expect a Higher Bid?

• If you hold Żabka shares and seek liquidity or want to lock in gains, tendering at 32 PLN is a straightforward route. CVC’s full commitment ensures the tender will proceed, and the stock price offers no premium relative to the bid.
• Only consider holding out if you believe another bidder will surface (the withdrawal of 7‑Eleven weakens that thesis) or that Couche-Tard might sweeten to encourage more tenders. Current market pricing suggests the probability of a higher offer is low.