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(Bloomberg) — The head of Alimentation Couche-Tard Inc. said he expects pushback from some Żabka Group SA shareholders on the Canadian company’s $8.7 billion takeover offer, but is still confident about getting the deal done.
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“I’m sure there is no scenario where there won’t be positioning, angling, trying to get us to raise the price,” Couche-Tard Chief Executive Officer Alex Miller said in an interview. “I don’t see any scenario where that wouldn’t happen.”
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Żabka executives and private equity owners, including CVC Capital Partners and Partners Group, are backing the offer. Together, they hold around 57% of the retailer’s shares. How other shareholders will react remains to be seen. If Couche-Tard gets at least 95% of the voting rights in Żabka, it intends to squeeze out the remaining shares and delist the company from the Warsaw Stock Exchange.
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Miller said the situation may be similar to Couche-Tard’s acquisition of Norway’s Statoil Fuel & Retail ASA in 2012. “There was a lot of different posturing,” he said. “We went through that.”
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Couche-Tard is paying eight times Żabka’s adjusted earnings before interest, taxes, depreciation, and amortization. “This deal fits right inside our financial framework that you always hear us referencing,” Miller said.
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Executives wouldn’t say if there’s room left to increase the offer for the Polish retailer. “We believe that we have a very attractive price, a very significant premium,” Chief Financial Officer Filipe Da Silva added. “We’re confident that we will be able to increase the stake with this price.”
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Żabka shares jumped 12% in Warsaw before retreating to just below the offer price of 32 zloty per share. Japanese convenience store giant Seven & i Holdings Co. announced last week that it had ended talks over a potential investment in the firm.
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Couche-Tard, which is based in the Montreal region and owns the Circle K brand, already operates nearly 400 convenience stores and fuel stations across Poland. It had been eyeing Żabka and its over 13,000 stores for years, but only made a first approach a few months ago, Miller said. That’s after the retailer failed to take over Seven & i, pulling its offer in July 2025.
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That time, Couche-Tard also missed a great opportunity to better understand and replicate the success of Japan’s 7-Eleven konbinis. But it may have found what it was looking for with the potential acquisition of Żabka, its largest ever.
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“This can be transformational for us,” Miller said. The retailer, which derives most of sales from fuel, has been looking to boost its in-store food business, especially in North America. Food delivers better margins, but it’s not always easy to cater to local tastes and demands.
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