No-fault divorce doesn't exist in the world of would-be corporate mergers.
One day after federal antitrust enforcers successfully blocked grocery giant Albertsons' planned sale to rival Kroger, the former filed a lawsuit against the latter. Why? According to Albertsons, Kroger's heart just wasn't in it — and when push came to shove, Kroger didn't do its part in securing regulatory approval. Or is Albertsons just crying over spilt milk in Aisle 3?
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In court, the Federal Trade Commission plus eight other states and the District of Columbia argued that the $25 billion merger of Kroger and Albertsons — the second- and fourth-largest grocers by national sales — would significantly reduce competition, likely harming consumers. Not completely unrelated: Food prices remain one of the stickier forces in the fight against inflation.
To counter the FTC's arguments, Kroger offered to divest 579 locations in a $2.9 billion sale to C&S Wholesale Grocers. (For reference, Kroger has around 2,700 stores, Albertsons around 2,200, and C&S around just two dozen under the Piggly Wiggly and Grand Union brands.) The judge ultimately sided with the regulators, who argued C&S was ill-equipped to manage the massive expansion anyhow.
Now comes the blame game. In its lawsuit, Albertsons claims Kroger made at least one key misstep — and it wants restitution:
- Albertsons argues that Kroger actually received and rejected stronger bids for the divestiture package than what C&S offered. "Rather than fulfill its contractual obligations to ensure that the merger succeeded, Kroger acted in its own financial self-interest, repeatedly providing insufficient divestiture proposals that ignored regulators' concerns," Albertsons' general counsel Tom Moriarty said Wednesday.
- Albertsons is now seeking a $600 million termination fee, plus relief for the hundreds of millions of dollars it spent over the two year merger-gone-wrong process. In the time since the deal was announced, Kroger has seen its share price rise about 30% while Albertsons has fallen around 35%.
Kroger, for its part, has called Albertsons' allegations "baseless and without merit."
If Only: All the while, most experts expect Trump 2.0 to usher in a more lax environment for antitrust enforcement… except for Big Tech, which remains in bipartisan crosshairs. Which means Kroger and Albertsons may have had better luck if they just waited two years. In corporate mergers, as in love, sometimes timing is everything.
Written by Brian Boyle
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