WILMINGTON, Del. — Nearly two years after their proposed merger collapsed, Albertsons Cos. and Kroger Co. are set to face off in court in a case that could have broader implications for large-scale mergers challenged on antitrust grounds. Each grocery giant is blaming the other for the collapse of their proposed $24.6 billion deal.
The trial, which began Today in the Delaware Court of Chancery, centers on Albertsons' claim that Kroger failed to uphold its commitment to secure regulatory approval for the merger. Albertsons is seeking at least $8 billion in damages, including a $600 million termination fee tied to the abandoned transaction and additional compensation for shareholder losses resulting from the deal's failure.
Albertsons terminated the merger agreement in December 2024 after federal and state courts blocked the combination on antitrust grounds. The company contends Kroger did not take sufficient steps to address regulators' concerns and secure approval.
Kroger disputes those allegations, arguing that both companies understood from the outset that antitrust scrutiny would pose significant challenges. In court filings, Kroger said it pursued the merger in good faith because it believed the combination would deliver substantial strategic and financial benefits.
“For nearly three years, Kroger worked steadfastly, at great expense and with the guidance of sophisticated antitrust counsel, to secure approval of the proposed merger,” a Kroger spokesperson said. “But ultimately, neither the FTC nor the courts agreed with the parties that the competitive landscape for grocery retail had changed, and they blocked the merger.”
The merger faced opposition from the Federal Trade Commission and multiple state attorneys general, who argued that combining the nation's two largest traditional supermarket operators would reduce competition and lead to higher prices for consumers.
The closely watched trial is expected to feature testimony from several former executives who played key roles in negotiating and defending the merger, including former Albertsons CEO Vivek Sankaran and former Kroger CEO Rodney McMullen.
The outcome could determine whether either retailer bears financial responsibility for one of the grocery industry's most consequential failed mergers.
