お知らせ • Jul 31
Circle K Polska Sp. z o.o. entered into an agreement to acquire Zabka Group S.A. (WSE:ZAB) from CVC Capital Partners plc (ENXTAM:CVC), Partners Group Holding AG (SWX:PGHN) and other shareholders for PLN 32.0 billion.
Circle K Polska Sp. z o.o. entered into an agreement to acquire Zabka Group S.A. (WSE:ZAB) from CVC Capital Partners plc (ENXTAM:CVC), Partners Group Holding AG (SWX:PGHN) and other shareholders for PLN 32.0 billion on July 31, 2026. A cash consideration of PLN 31.97 billion valued at PLN 32 per share will be paid by Circle K Polska Sp. z o.o. As part of consideration, PLN 31.97 billion is paid towards common equity of Zabka Group S.A. The transaction is unanimously supported by the principal members of Zabka's management and by shareholders collectively holding about 57% of Zabka's issued and outstanding shares, including CVC Capital Partners and Partners Group, who have entered into separate firm irrevocable agreements to tender all of their Zabka shares in response to the offer. Couche-Tard plans to finance the transaction through fully committed loan facilities provided by JP Morgan, as lead arranger, and by National Bank of Canada Capital Markets and The Bank of Nova Scotia, as co-bookmakers. For Couche-Tard, this acquisition means the immediate addition of a major platform in Central and Eastern Europe, while preserving Zabka's management structure, its highly recognized brand, its entrepreneurial franchising model, and its local expertise. In Poland, this platform will complement the company's existing network of nearly 400 Circle K service stations offering fuel as well as food, beverages, and other convenience products. Upon completion, it will be the largest acquisition ever made by Couche-Tard and will significantly advance its Pillars + Growth strategy by adding a differentiated platform that would support long-term growth, innovation and value creation. The Offer Document is expected to be reviewed by the PFSA in time for the offer period to commence on or around August 26, 2026. Under the terms of the management retention agreements, Zabka's senior management have committed to selling all of their Zabka shares in response to the offer and to reinvesting a substantial portion of the cash proceeds from that sale in Couche-Tard shares. Furthermore, Zabka has entered into an agreement with Circle K Polska relating to the transaction, which governs in particular the conduct of Zabka's business in the normal course of business prior to the settlement of the offer as well as its disclosure obligations in the context of the offer.
The offer will be subject to obtaining certain regulatory approvals or the expiry of applicable waiting periods, including merger control approval by the European Commission or the Prezes Urzedu Konkurencji i Konsumentów (the “UOKiK”) of Poland, as appropriate, foreign direct investment approval by the Comisia pentru examinarea investitiilor straine directe of Romania, and approval by the European Commission under the European Union regulation on foreign subsidies. The number of Zabka shares that Couche-Tard will ultimately acquire depends on the level of shareholder acceptance of the offer. If Couche-Tard obtains at least 95% of the total voting rights in Zabka, it intends to undertake a forced acquisition (outright takeover) of the remaining shares and take the necessary steps to delist Zabka's shares from the Warsaw Stock Exchange. Therefore, there is no guarantee that after the offer is completed or subsequently, Couche-Tard will be able to carry out a forced acquisition or obtain such delisting. In accordance with Polish securities laws, the offer may initially be accepted by Zabka shareholders for a period of 30 days following the start of the offer period mentioned above. Couche-Tard may, at its discretion, extend the offer acceptance period one or more times. Barring unforeseen circumstances or extensions of the offer acceptance period, it is currently anticipated that the offer will be completed, if at all, no later than December 2026, provided that all conditions of the offer are met or waived. The Transaction is expected to be accretive to adjusted EBITDA margin at the outset, and accretive to earnings per share by the second year following closing, with the opportunity to achieve a double-digit return on invested capital by the third year following closing.
JP Morgan is acting as exclusive financial advisor to Couche-Tard and Goldman Sachs is acting as exclusive financial advisor to Zabka Group in relation to the transaction.