Alimentation Couche-Tard, owner of the Circle K chain, announced a voluntary tender offer of $8.6 billion for a controlling stake in the Polish convenience store operator Zabka Group SA. This deal, if successful, would be Couche-Tard's largest acquisition ever and would significantly expand its presence in Central and Eastern Europe. The offer prices Zabka at 32 Polish zloty, or approximately $8.48, per share, representing a premium of about 9.4% to its previous closing price. The transaction is subject to regulatory approvals and is expected to close no later than December 2026.
Couche-Tard's CEO, Alex Miller, highlighted the strategic and financial fit of the acquisition, emphasizing the complementary strengths of both companies. The company expects to uncover about $250 million in cost savings within three years of the deal closing. The acquisition is anticipated to be accretive to the margin on adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) immediately and accretive to earnings per share by the second year after finalization.
Key shareholders, including private equity firms CVC Capital Partners and Partners Group, representing 57% of Zabka's issued and outstanding shares, have already expressed their support and committed to tendering their shares. Couche-Tard intends to delist Zabka from the Warsaw Stock Exchange if it acquires at least 95% of the total voting rights. Analysts, such as Irene Nattel of RBC Capital Markets, view the plan as both "bold" and "measured," noting its potential to meaningfully advance Couche-Tard's long-term growth objectives, despite some questions around regulatory processes and timelines.
Conversely, Polish financial services group MBank has suggested that Couche-Tard's bid may not fully reflect Zabka's long-term potential. MBank’s analysis points to Zabka’s strong market position, extensive retail network, consistent revenue growth, and strategic initiatives in digital transformation and customer engagement as indicators of a higher valuation. Couche-Tard, however, plans to preserve Zabka's management structure and brand, valuing its "best-in-class loyalty program," advanced data and analytics, and growing digital and e-commerce businesses.
