Kroger has refuted Albertsons' allegations that it neglected to take adequate measures to secure regulatory approval for their planned supermarket merger. In recent court documents submitted to the Delaware Court of Chancery, Kroger stated that Albertsons failed to honor the merger agreement by collaborating covertly with C&S Wholesalers to coerce Kroger into divesting additional stores to C&S.

Additionally, Kroger asserted that Albertsons had clandestinely prepared to take legal action against them if the merger fell through, long before its actual dissolution in December. Kroger argued in the court filing that it should not be obligated to pay Albertsons a termination fee of $600 million and cover billions in legal expenses.

The initial proposal for the merger between Kroger and Albertsons was made in 2022, with the rationale that combining forces would enhance their competitiveness against major retailers like Walmart and Costco. However, opposition from the Federal Trade Commission and two states, Washington and Colorado, led to lawsuits aimed at obstructing the merger. Critics contended that the consolidation would escalate prices and reduce employee wages by eliminating market competition. The plan to divest 579 stores to C&S Wholesalers was deemed inadequate to ensure market competition, as C&S was deemed ill-prepared to absorb such a substantial number of stores.

In December, court rulings in Washington and Oregon effectively halted the merger. Despite this, Kroger remained optimistic about the merger's potential success, expressing intentions to re-engage with the FTC after President Donald Trump's election, speculating that a less stringent approach to mergers would be adopted by the FTC under the new administration.

Contrary to Kroger's expectations, Albertsons initiated legal proceedings against them immediately following the lower court rulings. Albertsons alleged that Kroger failed to comply with requests for additional divestments, despite regulators' dissatisfaction with the initial divestment plans. Moreover, Albertsons argued that Kroger should have explored alternate buyers beyond C&S to satisfy regulators' concerns.