The trial over the failed Kroger-Albertsons merger officially kicked off Monday in Delaware's Court of Chancery, with former Albertsons CEO Vivek Sankaran as the first witness. Former Kroger CEO Rodney McMullen is expected to follow, along with outside antitrust attorneys who advised both chains during the deal. Albertsons is pursuing a $600 million breakup fee Kroger agreed to pay when the merger was announced, plus more than $8 billion in additional damages tied to shareholder value lost after the deal collapsed in December 2024.
Albertsons argues Kroger's divestiture strategy was deliberately weak — selling off underperforming stores while keeping the most profitable ones — and that Kroger failed to adequately engage with the FTC or state attorneys general. Kroger counters that it invested over $1 billion into the merger effort and faced an unusually adversarial antitrust environment with an overly narrow competitive lens. The bench trial is scheduled for two weeks, with a ruling that could take months and a potential appeal to the Delaware Supreme Court.
The outcome matters broadly for grocery industry consolidation and how future mergers are structured. Worth watching how the testimony around store divestiture strategy plays out — it could set meaningful precedent for what regulators and courts expect from future large-scale supermarket deals.