Couche-Tard’s offer for Żabka is PLN 32, and unlike everything that came before it, this isn’t a rumor — it comes backed by irrevocable commitments covering 57.2% of the company.

That’s the fact that changes how you should read the whole thing. Back when it was just Seven & i circling, this was pure sentiment: you were guessing whether talks would restart, at what price, whenever.

Now there’s a real number, signed, and anyone who wants in has to top it outright rather than just look interested.

Why Seven & i Actually Walked

Worth going back to why Seven & i walked in the first place, because it says a fair bit about how they’d behave from here.

Officially it was the usual line — couldn’t reach terms in shareholders’ best interest — but the read at the time from people who follow this stuff closely was more specific: it came down to price.

They were negotiating for a minority stake, the sellers knew there were other buyers out there, and the sellers just didn’t blink.

Seven & i, meanwhile, had its own reasons to be careful with money right then. Couche-Tard had tried to buy the entire company outright the year before, for something like $46 billion, and walked.

Overpaying for a slice of Żabka right on the heels of that would have looked bad to exactly the investors Seven & i was trying to win back over.

Did the Sellers Already Know?

Here’s the question I keep coming back to, and it’s a fair one to ask: did CVC and Partners Group already know Couche-Tard was close before they let Seven & i walk?

It’s a reasonable instinct.

Getting irrevocable commitments signed from 57% of a company, plus fully underwritten debt financing arranged with J.P. Morgan, National Bank of Canada and Bank of Nova Scotia, in the space of days rather than weeks, is fast even by the standards of a motivated seller.

Deals with that much paperwork behind them don’t usually get built from a standing start in under a week.

Running parallel tracks with more than one buyer is also just normal private equity behaviour — you don’t let one suitor’s exclusivity kill your leverage with everyone else, and if anything, having the 7-Eleven parent publicly walk on price is exactly the kind of thing that would push a second bidder to move fast and move generously.

That said, Couche-Tard’s own account of how this came together pulls a bit against a tidy ”they knew all along” story.

By their telling, this wasn’t a live parallel process so much as an old idea getting dusted off — executive chairman Alain Bouchard apparently came back from a break and told his team to take another look at Żabka, something they’d apparently had half an eye on for years without ever pulling the trigger.

Żabka’s incoming CEO also described it as fresh outreach that the company was ”receptive” to, which reads more like a company suddenly available than one already mid-negotiation.

None of that rules out some informal contact happening earlier — companies rarely admit to running two tracks at once even when they are — but it’s not the smoking gun for coordinated timing either.

My honest read: the sellers almost certainly kept the door open to other buyers while talking to Seven & i, because that’s just good practice, but I wouldn’t assume there was a secret handshake deal with Couche-Tard already lined up the moment Seven & i’s name hit the wires.

Whole Company, Not a Stake — Why That’s Harder, Not Easier

Does it matter for how you should be thinking about this now?

Not hugely, and this is really the more useful question anyway: does it change anything that the whole company’s for sale rather than a piece of it?

You’d think so — more shares in play, bigger headline number, more room for someone else to squeeze in.

It actually cuts the other way.

Couche-Tard didn’t just agree a price with the sellers, it locked up the two biggest shareholders plus Żabka’s own management, with commitments that explicitly rule out even talking to a rival offer.

That’s not a preference, it’s a contract.

Anyone trying to come in over the top isn’t really bidding against Couche-Tard anymore — they’d be asking the largest shareholders to break a signed agreement, which is a completely different ask than just writing a bigger check.

Which is why I still think ”will Seven & i come back with more money” is the wrong question.

The real one is whether there’s any path to actual control left for them at all, and I don’t think there is.

They passed on this same company a week ago, at a lower price, on simpler terms. Doing it now would mean paying more, dealing with a messier structure, and going up against sellers who are legally boxed out from even entertaining the conversation.

Where I’ve Landed

The stock is trading at PLN 31.40 right now, a little under 2% below the offer.

That’s a tight spread, and tight spreads generally mean the market thinks this closes close to where it’s been signed, not that there’s a live rival bid brewing.

It fits with where I’ve landed. Wait — but don’t wait expecting anything dramatic.

I’m not buying more here and I’m not selling either; I want to watch how this actually plays out over the next handful of sessions.

Whether Seven & i says anything at all. Whether that spread widens or keeps tightening. Whether a regulator somewhere raises a hand.

A real bidding war is on the table as a possibility, sure, but I’d file it under low-odds rather than the thing to plan around.