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.

Żabka’s two largest shareholders — CVC’s Heket Topco (37.6 percent) and Partners Group’s PG Investment Company (10.0 percent) — have committed to sell their stakes.

Seven senior managers, including current CEO Tomasz Suchański and incoming CEO Tomasz Blicharski, also committed to sell their combined 9.6 percent stake, with several agreeing to reinvest part of the proceeds into Couche-Tard shares.

In total, commitments cover 57.2 percent of Żabka’s shares and voting rights.

The offer represents roughly a 9 percent premium to Thursday’s close of PLN 29.26.

The announcement comes six days after Seven & i Holdings walked away from its own investment talks, and just one day after Żabka’s H1 2026 earnings.

Sales to end customers rose 12.6 percent year-over-year to PLN 16,616 million, revenue climbed 14.7 percent to PLN 14,666 million, and adjusted EBITDA grew 15.1 percent to PLN 1,903 million, with margin expanding to 11.5 percent from 11.2.

Net profit more than tripled to PLN 249 million, and adjusted net profit reached PLN 315 million, up 118.2 percent.

The network grew to 13,063 stores after 778 openings in the half.

The number that stands out is like-for-like growth: 4.0 percent in Q2, up from 3.2 in Q1.

Management had blamed an unusually cold winter for the Q1 slowdown, and this is the first hard evidence that explanation was accurate rather than convenient.

Leverage tells a similar story — net debt to adjusted EBITDA fell to 0.7x from 1.2x a year ago, funding the company’s first-ever dividend.

What strikes me is the timing. This report lands just three days after Seven & i walked away from takeover talks, and it’s a genuinely strong answer to the question that departure raised: is the underlying business still worth owning without a buyer?

The stock rose 2.7 percent during Tuesday’s session, but that move happened before the report — released after the close — so the market hasn’t actually priced these numbers in yet.

Friday’s open is the real test.

Seven & i said it couldn’t reach an agreement in the best interests of the company and its shareholders, though it called Europe an attractive growth opportunity and said it will keep evaluating options in the region.

Żabka shares fell more than 10 percent in Monday trading.

This is almost exactly the scenario I flagged in Sunday’s piece on Żabka: a large chunk of the rally was a bet on an unsigned deal, and walking away would likely open a fast air pocket rather than a gentle fade. That’s what happened.

Seven & i’s only European foothold now remains its Nordic operations in Sweden, Denmark and Norway, with Poland’s largest convenience chain no longer part of the plan.

For eighteen months, Żabka Group traded roughly the way a franchise retailer should – up when store openings and margins beat plan, flat when they didn’t.

Then on July 16, Nikkei reported that Seven & i Holdings, the Japanese parent of 7-Eleven, was in advanced talks to buy a large stake in the company.

The stock jumped almost 11 percent in a single session, kept climbing for the next week, and hit an all-time high of PLN 33.88.

It has now gained about 20 percent in ten trading days on a story that, as of this writing, is still officially just talks – Seven & i’s own statement says plainly that “no decision has been made.”

That gap between what’s confirmed and what’s priced in is the whole story right now.

Poland’s convenience giant, in one paragraph

Żabka Group runs Poland’s largest convenience-store network – roughly 12,750 outlets across Poland and Romania at the end of Q1 2026, almost entirely franchised, complemented by a growing digital ecosystem of meal delivery, eGrocery and unmanned “Nano” stores.

It listed on the Warsaw Stock Exchange in October 2024 in one of the largest Polish IPOs in a decade, backed by private equity firm CVC Capital Partners.

It’s currently worth somewhere around PLN 32–33 billion – up from roughly PLN 22.6 billion in mid-April.

How the money actually works

Żabka doesn’t run most of its own stores – it runs the system that franchisees pay to plug into.

Franchisees get site selection, supply chain, brand, and an increasingly capable digital layer (the Zappka app has around 10 million active users); Żabka takes a cut of sales plus fees, while keeping the capital-heavy real estate and logistics centralized.

That’s why the business scales with relatively modest capex intensity – capex ran at just 5.2 percent of sales to end customers (StEC) in 2025 – and why franchisee churn (7.8 percent, down from 10.5 percent in 2021) is one of the more useful health metrics analysts don’t talk about enough.

The growth engine has three moving parts: new store openings (over 1,300 targeted for 2026), like-for-like sales growth at existing stores, and what Zabka calls New Growth Engines – its Romanian expansion (204 Froo-branded stores, with a long-term target recently raised from 4,000 to 7,600 units) plus its digital businesses, Maczfit, Dietly, Jush! and Delio.

In Q1 2026, network expansion did 64 percent of the growth work, like-for-like did just 25 percent, and NGE did the rest.

That mix matters, and I’ll come back to it.

This is also the exact profile that makes Żabka interesting to a buyer like Seven & i. The Japanese retailer operates something like 86,000–87,000 stores globally but has barely 360 in Europe, confined to the Nordics.

Seven & i has been under pressure from investors since fending off Alimentation Couche-Tard’s takeover attempt, sold its supermarket business to Bain Capital to refocus on convenience, and has explicitly named Europe as a fourth pillar of growth.

Żabka gives it a dense, proven franchise network, a working digital layer, and a management team that’s already built the playbook – without having to build any of it from scratch.

On paper, the strategic logic is clean.

The number I watch most closely

Everyone’s watching the deal headlines. I’m watching like-for-like growth, and it just did something the market seems to be ignoring.

Żabka’s StEC (sales to end customers) growth has been decelerating for three straight years – from around 29 percent in 2022 down to 12 percent year-on-year in Q1 2026.

Some of that is simple math: you can’t compound off a bigger base forever. But the composition of that growth is what matters, and in Q1 2026, like-for-like sales – the purest read on whether existing stores are actually getting busier – grew just 3.2 percent, down from 6.0 percent a year earlier.

Management blames the coldest winter in over a decade and notes that in the warmer weeks of the quarter, like-for-like ran in the mid-to-high single digits, which is a specific, checkable claim rather than a vague excuse.

Here’s the catch: this is the second period in a row weather has been cited as the reason like-for-like undershot guidance. FY2025 also decelerated from 8.3 to 5.3 percent, partly attributed to weather-related headwinds. Once is a data point. Twice is a pattern worth testing – and the test comes on July 30, when Żabka reports H1 2026 results.

If the full first half doesn’t show a real bounce back toward the mid-to-high single-digit range management has guided for, the weather story stops being a sufficient explanation.

Adjusted EBITDA margin, meanwhile, keeps doing exactly what it’s supposed to: 9.1 percent in Q1 2026, up from 9.0 percent a year earlier, with net debt to adjusted EBITDA down to 1.1x from 1.6x.

That deleveraging was healthy enough that Żabka just declared its first-ever dividend – a modest PLN 0.53 per share, a roughly 1.5–2 percent yield at today’s inflated price, paid out July 31.

The chart above shows growth decelerating in a straight line for three years. What it doesn’t show is the last two weeks, where the stock re-rated on M&A speculation that has nothing to do with that trend. Żabka’s fundamentals didn’t change on July 16 – its ownership prospects did.

The market is pricing a deal, not a business

The dominant narrative right now is simple: Seven & i wants in, a deal is close, and the stock should keep re-rating toward global convenience-store multiples.

There’s a real structural argument for that – Żabka has historically traded at a 30–40 percent discount to peers like Alimentation Couche-Tard on EV/EBITDA, and a strategic buyer paying up to build a European platform isn’t an unreasonable scenario.

But the market is skipping a step. Żabka’s two largest shareholders – CVC’s Heket Topco vehicle (around 37.7 percent) and Partners Group’s PG Investment Company (10 percent) – are financial sponsors whose lock-up from a prior share sale expired in May, making them the obvious sellers.

If Seven & i buys enough of that stake to cross 33.33 percent of voting rights, Polish and Luxembourg securities rules could combine to trigger a mandatory tender offer to all remaining shareholders – which is exactly the scenario the market seems to be underwriting.

It’s also exactly the scenario that hasn’t happened yet. Consensus analyst price targets, still clustered around PLN 27, haven’t moved to reflect any of this – not because analysts disagree with the thesis, but because target prices don’t typically get revised on unconfirmed talks.

The risks you should actually worry about

The obvious risk is that talks collapse. Seven & i’s own statement is carefully hedged, and large cross-border retail acquisitions die in due diligence more often than headlines suggest.

If that happens, I’d expect a fast reversion toward the pre-rumor level around PLN 28–29, not a gentle drift – that’s a 10–15 percent air pocket from here with no earnings event required to trigger it.

The second risk is structural, not headline-driven: if like-for-like growth doesn’t recover in H1, the market may eventually have to separate the “Żabka is a great operator” thesis from the “Żabka deserves a re-rating” thesis, and re-price the stock on fundamentals that no longer support today’s multiple even without a deal falling through.

The third is closer to a technicality but matters for anyone buying today specifically for the takeover premium: even if a deal happens, there’s no guarantee it crosses the mandatory-offer threshold.

Seven & i could structure a stake purchase that stays below 33.33 percent of votes, in which case existing minority shareholders may never see the premium currently baked into the share price.

Watch the like-for like and the potential deal closely

I think Żabka is a genuinely good business trading at a price that currently has very little to do with being a genuinely good business.

The operational story – franchise scale, improving margins, deleveraging, a first dividend – is real and intact. But the last 20 percent of the share price move is a bet on a transaction that isn’t signed, at a premium level that isn’t confirmed, with a regulatory trigger that isn’t guaranteed.

For that to keep working, either the deal needs to close at a price above today’s market, or the fundamentals need to catch up to a valuation they haven’t earned yet on their own.

Watch two dates: On Thursday, July 30, when H1 results will show whether like-for-like actually recovers, and whatever comes next from Seven & i or Zabka on deal terms.

This is a position for someone comfortable owning event-driven risk with a defined near-term catalyst – you’re underwriting a specific outcome (deal closes, triggers a mandatory offer, at a premium) rather than a steady compounding story.

It’s the wrong holding if you need your thesis to survive a “no deal” headline without flinching: that single sentence from Seven & i could cost you 10–15 percent before you can react.

Reuters and Bloomberg later confirmed the report, saying Seven & I is in the final stages of negotiations to acquire a stake — likely in the double digits — from existing investment funds.

The deal would give the Japanese retail giant a faster route into Europe, where its expansion has lagged behind the US and Japan.

Żabka operates around 10,000 franchised stores across Poland.

Seven & I has faced pressure from investors to focus on its core convenience business after last year’s sale of its supermarket unit to Bain Capital.