The Kroger Co. has filed counterclaims to a complaint brought by Albertsons Cos. in the Delaware Court of Chancery in connection with the failed merger agreement between the two companies.
Kroger stated in the counterclaim it worked diligently to seek regulatory approval from the United States Federal Trade Commission to close the merger, which effort terminated in December 2024. The company added Albertsons engaged in a secret and misguided campaign, together with C&S Wholesale Grocers, the designated divestiture buyer set to alleviate FTC concerns about the merger, to pursue its own regulatory strategy, which ultimately undermined Kroger’s efforts. Albertsons’ alleged misconduct came to light in the middle of the antitrust trials under government cross examination of Susan Morris, Albertsons’ recently promoted CEO designate, Kroger maintained. As a result of Albertsons’ misconduct, Kroger asserted, Albertsons is not entitled to the $600 million termination fee under the terms of the merger agreement, nor is Albertsons entitled to the other damages it seeks.
In its counterclaims, Kroger is seeking damages from Albertsons based on what Kroger alleges is willful misconduct and material breaches of the merger agreement to recover the investment it made to obtain regulatory approval for the merger.
