Albertsons’ pursuit of more than $8 billion in damages from Kroger over their collapsed $24.6 billion merger has wrapped a two-week trial in Delaware’s Court of Chancery, and the grocery giants now face a long wait: the judge is not expected to rule until roughly the middle of next year.
Vice Chancellor Lori Will, who heard the case without a jury, closed the trial by asking both companies for a fuller accounting of their efforts to assemble store divestiture packages during the regulatory review. Lawyers are expected back in court around February to argue over what the testimony showed, with a written opinion likely months after that and any appeal heading straight to the Delaware Supreme Court.
Albertsons, whose chains include Safeway, Acme and Kings Food Markets, claims Kroger broke its commitment to take “any and all actions” to win antitrust approval, refusing to sell enough stores to satisfy regulators. It says it is owed a premium of up to $6.88 billion that the deal would have delivered to its shareholders, plus the $600 million termination fee and more than $1 billion in tax adjustments.
Kroger says it kept its obligations and that Albertsons misread the merger agreement. In its court papers, it pinned the collapse on regulators it says demanded more than 650 store sales and on courts that took too narrow a view of the grocery market by leaving out Walmart, Amazon, Costco and Aldi.
Wildly divergent accounts from the witness stand
The trial heard from former Albertsons CEO Vivek Sankaran and former Kroger CEO Rodney McMullen, who offered sharply conflicting versions of what went wrong, as well as current Albertsons CEO Susan Morris. Morris acknowledged speaking with C&S Wholesale Grocers, the company lined up to buy the divested stores, over personal email and other personal channels, while testifying that she never shared confidential information about the merger. Kroger’s pretrial filing described her contacts with C&S as repeated and unauthorized.
The 2022 merger was meant to position the two companies and their 5,000 stores to better compete with Walmart, Costco, Amazon and Aldi. Federal and Washington state courts blocked it in December 2024 after the Biden administration and several states argued the tie-up would remove direct competition and raise prices at checkout, and Albertsons terminated the deal the next day. Since the termination, Kroger’s stock has risen about 4% while Albertsons has lost nearly 30%, both trailing the S&P 500.
JBizNews Desk | Wilmington, Delaware
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