BOISE, Idaho – Albertsons’ high-stakes lawsuit seeking a $600 million termination fee from Kroger over their failed merger is drawing top executives into sworn testimony and intensifying a dispute over a “highly damaging” internal document.
The day after two judges blocked the proposed merger, Boise-based Albertsons filed suit, alleging Kroger owed the $600 million fee along with additional damages. While the case has moved forward largely out of public view for more than a year, recent filings in Delaware Chancery Court show the dispute is escalating over key evidence.
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Albertsons contends it holds a critical slide presentation outlining Kroger’s divestiture strategy during the merger process. Kroger, however, has asked the court to exclude the document, arguing it should not be part of the record.
The companies have sharply disagreed over how the merger was handled. Albertsons claims Kroger pursued a flawed strategy that failed to satisfy Federal Trade Commission concerns about competition, particularly around plans to divest stores. Kroger has countered that Albertsons undermined the deal.
In a March filing, Kroger sought to strike several documents after Albertsons said Kroger had attempted to “claw back” the key slide. Albertsons argues the presentation, delivered to Kroger’s board, shows a plan to divest underperforming stores and is central to its case.
According to Albertsons’ attorneys, the slide demonstrates that Kroger prioritized its own financial interests over securing regulatory approval, in violation of its contractual obligation to use “best efforts” to address antitrust concerns.
Kroger denies these claims as baseless. They have fired back with a countersuit accusing Albertsons of intentional breaches, alleging that Albertsons attempted to conduct a secret regulatory strategy alongside C&S Wholesale Grocers without Kroger's knowledge.
