White & Case advises Alimentation Couche-Tard on landmark US$8.6 billion acquisition of Żabka Group

Global law firm White & Case LLP has advised Alimentation Couche-Tard Inc. (Couche-Tard), a global leader in convenience and mobility, on an agreement to acquire a controlling stake in Żabka Group SA, Poland's largest convenience retailer, and launching a voluntary tender offer for all issued and outstanding shares of Żabka.

"This is a landmark transaction for Couche-Tard and Żabka and is set to become one of the largest public or private transactions in the history of the Polish market," said White & Case partner Marcin Studniarek, who co-led the Firm's deal team. "It also underscores the position of Poland and the wider CEE region as key strategic destinations for global investment."

The offer, to be made through Couche-Tard's wholly owned subsidiary Circle K Polska sp. z o.o., values Żabka at approximately PLN 32.62 billion (approximately US$8.6 billion). The transaction represents the largest acquisition in Couche-Tard's history and one of the largest public M&A transactions on the Polish market.

"This transaction sits at the intersection of Polish public M&A, strategic investment and cross-border regulatory execution," said White & Case partner Marek Sawicki, who co-led the Firm's deal team. "It is precisely the type of market-defining, cross-border transaction where our Polish public M&A capabilities and global platform deliver real value to clients."

The transaction is supported by Żabka's key executive managers and shareholders holding, in aggregate, approximately 57% of Żabka's issued and outstanding shares, including CVC Capital Partners and Partners Group, who have entered into separate hard irrevocable agreements to tender all of their shares into the offer. As part of the management retention arrangements, Żabka's key executive managers have committed to sell all of their Żabka shares into the offer.

Completion of the offer is subject to regulatory approvals or the expiry of applicable waiting periods, including merger control approval, foreign direct investment approval by the Romanian Commission for the Examination of Foreign Direct Investments and approval under the European Union's Foreign Subsidies Regulation by the European Commission.

Couche-Tard operates in 27 countries and territories, with close to 17,300 stores, of which approximately 13,200 offer road transportation fuel. Through its Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators in the United States and a leader in convenience retail and road transportation fuel in Canada, Scandinavia, the Baltics, Belgium and Ireland, with an important presence in Luxembourg, Germany, the Netherlands, Poland and Hong Kong.

Founded in 1998 in Poland, Żabka operates more than 13,000 convenience stores across Poland and Romania and records approximately 4.3 million average daily transactions. Its platform combines compact neighborhood stores, digital engagement, a loyalty program, advanced data and analytics capabilities, e-commerce, foodservice and complementary convenience services. Żabka's shares have been listed on the Warsaw Stock Exchange since October 2024.

The White & Case team which advised on the transaction included partners Marcin Studniarek and Marek Sawicki (both Warsaw), Guilhem Becvort and Thomas Glauden (both Luxembourg), Nick Hallemeesch (Brussels) and Judah Frogel (New York), local partners Jakub Gubański and Bartosz Smardzewski (both Warsaw), counsel Maciej Gac, Grzegorz Jukiel, Klaudia Malczewska and Małgorzata Paśnik (all Warsaw), and associates Damian Lubocki, Dominika Czarniak, Michał Horelik, Igor Jędrys, Dawid Książek, Szymon Łuczak, Marika Olczykowska, Anna Sikora, Michał Szczepański, Radomir Szewczuk, Hanna Szydłowska and Michał Truszczyński (all Warsaw), Camille Coulon (Paris) and Arnaud Marquet, Ignacio Martinez and Arvine Nooralian (all Luxembourg) and Willem Van de Putte (Brussels) and associate trainees Mateusz Kacpura, Jan Okurowski and Wojciech Majchrzak.

Press contact
For more information please speak to your local media contact.