Canadian retail group Alimentation Couche-Tard has extended the acceptance period for its proposed PLN 32.1 billion ($8.3 billion) takeover of Żabka Group until 2 December 2026, as Poland’s competition regulator begins reviewing the acquisition.
The previous deadline for shareholders to accept the offer was 26 October. Under the revised timetable announced on Friday, 16 October, the expected share purchase date has moved to 7 December, with settlement provisionally scheduled for 10 December.
Separately, Poland’s Office of Competition and Consumer Protection (UOKiK) confirmed that it received an application from Circle K Polska to acquire control of Żabka on 14 October. The filing was published in the regulator’s register on 16 October and remains under review.
The acquisition has not been completed, and no final Polish competition approval has been announced.
Żabka shareholders given another five weeks
The latest extension is the second since Couche-Tard launched its voluntary takeover offer on 26 August.
Shareholders began submitting their shares for sale on 27 August, with the original acceptance period scheduled to close on 25 September. That deadline was subsequently extended to 26 October before the latest postponement to 2 December.
According to the formal notice distributed through Ipopema Securities, the revised timetable is:
| Stage | Revised date |
|---|---|
| Offer acceptance deadline | 2 December 2026 |
| Expected share purchase transaction | 7 December 2026 |
| Expected settlement | 10 December 2026 |
The offer price remains unchanged at PLN 32 per share.
The tender covers 1,002,974,605 Żabka shares, representing the company’s entire share capital. At the stated offer price, the maximum consideration for those shares is approximately PLN 32.1 billion, equivalent to roughly $8.3 billion or €7.4 billion using the latest National Bank of Poland exchange rates.
The December transaction and settlement dates remain provisional. They depend on the relevant conditions being satisfied and could change again.
The formal extension notice also moves the date by which the buyer expects the outstanding conditions to be satisfied from 26 October to 2 December.
It does not expressly attribute the extension solely to the Polish competition proceedings.
UOKiK formally reviews the proposed acquisition
The new timetable comes as Poland’s competition authority begins examining the proposed change of control.
The UOKiK concentration register identifies Circle K Polska, a Warsaw-based subsidiary of Couche-Tard, as the applicant.
The regulator registered the application under case number DKK-1.421.63.2026.ŁG.
The filing concerns the proposed acquisition of sole control over Żabka Group, whose holding company is registered in Luxembourg and whose retail operations are concentrated in Poland, with additional activities in Romania and Germany.
UOKiK’s register identifies the proceedings as ongoing.
This means the authority has received and registered the notification, not that it has approved the transaction.
Under Polish merger-control rules, the competition authority examines whether a proposed concentration could significantly restrict competition, including through the creation or strengthening of a dominant market position.
The review is commercially significant because Couche-Tard already operates the Circle K petrol-station and convenience-retail network in Poland.
Żabka has a different business model, based primarily on a large network of small neighbourhood convenience stores, many operated by franchisees.
The authority’s assessment may therefore be important in determining whether the two businesses can be combined without competition-related conditions.
The filing itself does not establish that UOKiK has identified competition problems, and no specific remedies or objections have been announced.
EU foreign-subsidies hurdle already cleared
The Polish competition proceedings follow progress on other regulatory conditions attached to the transaction.
As Poland 24 Business previously reported, the European Commission issued a no-objection decision on 9 October under the EU’s Foreign Subsidies Regulation.
That legislation allows the Commission to assess whether financial contributions from non-EU governments could distort competition in the European single market.
The Commission’s decision satisfied one of the regulatory requirements attached to Couche-Tard’s acquisition.
A separate Romanian foreign-investment approval had already been obtained on 29 September.
However, foreign-subsidies clearance is different from ordinary merger-control approval.
The former concerns potential distortions linked to subsidies from outside the EU, while merger control examines whether combining businesses could harm competition in the relevant markets.
As a result, the completion of those earlier regulatory reviews does not remove the need for the outstanding competition decision.
The registration of the case with UOKiK now identifies Poland’s regulator as the authority conducting that review.
A major change in Poland’s retail ownership
The proposed transaction would represent one of the largest foreign acquisitions of a Polish retail business.
Couche-Tard, headquartered in Laval, Quebec, operates the Circle K brand internationally and has an extensive network of fuel stations and convenience stores.
Żabka is one of Poland’s most recognisable retail brands, operating a dense network of neighbourhood stores supported by logistics, digital services, food-to-go operations and a franchise-based business model.
When the acquisition was first announced, Żabka’s network comprised more than 13,000 stores across Poland and Romania.
The original agreement announced by Couche-Tard in July secured support from major shareholders including CVC Capital Partners, Partners Group and senior Żabka executives.
Those investors and managers entered into commitments covering approximately 57% of Żabka’s shares.
The commitments provide substantial support for the proposed acquisition, although the ultimate ownership structure will depend on the tender results and completion of the transaction.
For Polish retail suppliers, property owners and franchise operators, the proposed acquisition could bring Żabka under the ownership of a much larger international retail group.
Couche-Tard has indicated that it intends to retain Żabka’s established brand and business model.
Nevertheless, the operational consequences of any eventual integration will depend on decisions taken after the acquisition is completed.
Could Żabka disappear from the Warsaw Stock Exchange?
One potentially significant consequence is the future of Żabka’s listing on the Warsaw Stock Exchange.
Żabka Group joined the exchange in October 2024.
Couche-Tard’s objective is to acquire all outstanding shares, although the number ultimately purchased will depend on shareholder acceptances.
If the Canadian group acquires at least 95% of the total voting rights, it has said it intends to initiate a compulsory acquisition of the remaining shares, commonly known as a squeeze-out.
It would then seek to delist Żabka from the Warsaw Stock Exchange.
Neither step is automatic.
A squeeze-out depends on reaching the relevant ownership threshold, while delisting requires further procedures.
Until those steps take place, Żabka remains a listed company.
December deadline becomes the next key milestone
The revised offer timetable gives Couche-Tard more time to complete the outstanding conditions and gives Żabka shareholders a longer period in which to respond.
For investors, the principal uncertainty is now the timing and outcome of the Polish competition proceedings.
UOKiK could approve the acquisition, potentially subject to conditions where legally justified, or take other action under the applicable merger-control framework.
No final decision has been announced.
The immediate milestones are therefore the competition authority’s decision and the new 2 December acceptance deadline.
The expected purchase and settlement dates of 7 and 10 December will matter only if the relevant requirements have been met.
For now, one of Poland’s largest proposed retail takeovers remains an announced, conditional transaction rather than a completed change of ownership.
