Couche-Tard to buy Poland's Zabka for $8.7 billion in biggest-ever deal

By Gnaneshwar Rajan and Alicja Surdy

July 31 (Reuters) - Canadian retailer Alimentation Couche-Tard said on Friday it plans to buy Poland's Zabka for about $8.7 billion, its largest acquisition after abandoning a $46 billion bid for Japan's Seven & I last year.

Couche-Tard said it had secured commitments from shareholders including CVC Capital and Partners Group to tender their shares, giving it the backing of investors representing about 57% of Zabka's share capital.

The company launched a voluntary tender offer at 32 zlotys per share, a premium of about 9.4% to Zabka's previous closing price, valuing the Polish convenience-store operator at about 32.6 billion zlotys ($8.72 billion).

Zabka shares rose as much as 12% at the open before paring gains to trade around the offer price. Couche-Tard's Canadian-listed shares were up about 1% in early trading on Friday.

In a joint statement, Couche-Tard said the acquisition would substantially expand its footprint in Central and Eastern Europe and that it had identified about $250 million in annual synergies within three years.

Couche Tard executives said they are being conservative on the synergies, with an upside anticipated even as it will have a "very low" start before accelerating.

The combined group would operate roughly 30,300 stores, raising Europe to about 60% of the combined store base from 30% and increasing diversification away from fuel, Couche-Tard executive Alex Miller said on a conference call.

Zabka supplies more than 99% of products to its stores through its own supply chain, Miller said on a call with analysts, an approach that aligns with Couche-Tard's efforts to assume greater control of merchandise supply chain.

The deal is expected to close by December 2026.

Couche-Tard said it would seek to delist Zabka if it acquires at least 95% of the company's shares.

Zabka will retain "total autonomy" and its CEO will report directly to Miller, who added there would be "absolutely no change to the franchise model".

The Zabka brand will be preserved, incoming CEO Tomasz Blicharski said.

The acquisition follows Couche-Tard's failed pursuit of 7-Eleven owner Seven & I, which the Canadian retailer abandoned last year after saying the Japanese group had failed to engage constructively on a takeover proposal.

Seven & I also explored acquiring a stake in Zabka earlier this month but ultimately failed to reach agreement on terms, according to previous reporting.

Zabka, which operates around 13,000 stores across Poland and Romania, said that in Poland its stores are, on average, within 500 metres of residents' homes.

($1 = 3.7422 zlotys)

(Reporting by Gnaneshwar Rajan in Bengaluru, Alicja Surdy and Anna Jaworska-Guidotti in Gdansk, additional reporting by Neil J Kanatt; Sherry Jacob-Phillips, Matt Scuffham and Diti Pujara)