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After failing to buy a French grocer and one of the biggest convenience store chains in the world, Alimentation Couche-Tard Inc. has a new takeover target.
The Laval, Que.-based owner of Couche-Tard and Circle K stores announced Friday that it’s going after Polish convenience store operator Zabka Group.
Couche-Tard said it made an offer valued at more than $12 billion for a controlling stake in Zabka. The voluntary tender offer prices Zabka at 32 Polish zloty, or roughly $11.90 Cdn, per share.
A successful closure of the deal would mark Couche-Tard’s largest acquisition ever and fulfil its longtime goal of greatly expanding its empire.
Zabka, which gets its name from the Polish word for frog, has more than 13,000 convenience stores across Poland and Romania.
Alimentation Couche-Tard, which often uses an owl mascot, counts 17,300 locations across 27 countries. Nearly 400 of those stores are in Poland.
The businesses have much in common. Both sell a dizzying array of beverages and snacks and have delved deeper into hot food in recent years.
At Zabka, one in every five transactions includes a quick-serve meal, and some of its locations are fully autonomous.
Meanwhile, beverages and fuel are the stars at Couche-Tard. About 13,200 of the chain’s locations have gas stations, while Zabka doesn’t offer fuel at all.
“This is not about one company teaching another,” Couche-Tard CEO Alex Miller said on an analyst call to discuss the proposed transaction. “It is about bringing together complementary strengths and a common ambition to better serve our customers.”
Within three years of a deal closing, he said he expects to uncover about $250 million US in cost savings.
The transaction was in some ways a long time in the making. Miller said he and other Couche-Tard executives, including founder and former chief executive Alain Bouchard, had been eyeing Zabka for 15 years at least.
Their attention, however, was diverted to other targets at times.
In 2021, Couche-Tard made a $20 billion US play for French grocery chain Carrefour SA. It later backed away from the offer after France opposed the deal over food-security concerns.
Even after it bought about 2,200 European gas stations from French oil company TotalEnergies SE for $3.3 billion US in 2023, Couche-Tard remained hungry for more.
In 2024, Couche-Tard spent nearly a year trying to buy Seven & i Holdings, the Japanese parent of 7-Eleven, but withdrew its proposal in July 2025, after the two sides clashed over valuation, engagement and regulatory risks.
Media reports suggested Seven & i was also looking at Zabka but abandoned the plan after the two failed to agree on potential terms.
Alimentation Couche-Tard, a Quebec-based firm, has pulled its $47-billion US bid to buy the parent company of 7-Eleven. Couche-Tard, which currently owns Circle K and Ingo, made an offer for Seven & i Holdings Co. Ltd. last August.
It was a vacationing Bouchard who suggested Couche-Tard give Zabka another look.
“He came back and he said, ‘You guys need to go look at Zabka again,”‘ Miller recalled.
The suggestion eventually morphed into the offer announced Friday.
Tomasz Blicharski, Zabka’s incoming chief executive, said his company was receptive to Couche-Tard’s overtures because the Canadian company’s executives were keen to listen carefully about how and why Zabka has built the business in the way it has.
“That was very important to us,” Blicharski said on the same call as Miller. “I remember meeting Alain [Bouchard] and Alex [Miller] for the first time and thinking that these guys are a lot like us. We’re both obsessed with customers and focused on making everyday life a little easier.”
So far, Zabka’s executive managers and investors holding 57 per cent of the company’s issued and outstanding shares in aggregate, including private equity firms CVC Capital Partners and Partners Group, unanimously support the deal.
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The transaction is subject to regulatory approvals but is expected to close no later than December.
The number of Zabka shares ultimately acquired by Couche-Tard will depend on how many shareholders accept the offer.
If Couche-Tard manages to grab at least 95 per cent of the total voting rights in Zabka, it will squeeze out the remaining shares and delist the company from the Warsaw Stock Exchange, where it started trading two years ago.
It’s possible Zabka will be fully integrated into Couche-Tard, but it could also continue to run as a public company on the Polish exchange, Miller said.
“We’ve got time between now and our December close, and I can tell you we’re going to spend that time to further hash out our priorities and where we see the best benefits,” he said.
RBC Capital Markets analyst Irene Nattel saw Miller’s plan as both “bold” and “measured,” and pointed out that if successful, it would meaningfully advance Couche-Tard’s long-term growth objectives.
“While there are questions around regulatory process, timeline, and precise financial impact, the strategic and financial fit appears sensible on first blush,” she wrote in a note to investors.
