Judges say no to Kroger-Albertsons $24.6B merger

SEATTLE – King County Superior Court Judge Marshall Ferguson ruled Tuesday that a proposed merger between Kroger and Albertsons would eliminate sufficient competition and violate Washington antitrust laws. A ruling on a federal case against the merger was also made. 

"In my view, the evidence convincingly shows that the current competition between Kroger and Albertsons stores is fierce in the State of Washington. By contrast, the divestiture buyer, C&S Wholesale, with its limited retail experience, will not be able to replicate the ferocity of that competition or compete in Washington against the colossus of a merged Kroger and Albertsons,” Ferguson said.  

Ferguson’s ruling came out in parallel to a U.S. District Court ruling that held the same finding. The second case was filed by the Federal Trade Commission. U.S. District Judge Adrienne Nelson found the merger would weaken competition for U.S. consumers and would violate antitrust laws.  

Kroger’s offer was roughly $24.6 billion to purchase the other market chain. 

Washington Attorney General and Governor-elect Bob Ferguson’s office had filed an antitrust case against the companies’ proposed joining into one entity this past January, stopping a deal that had been in the works for some time. Kroger first made moves to purchase Albertsons stores, including its Safeway branded properties, in October 2022. As recently as Friday, Kroger extended the expiration date of its offer to buy all outstanding shares of Albertsons and its related companies as the now-completed lawsuit continued its way through the court system.  

According to a release from the Washington Attorney General’s Office, Kroger and Albertsons are the two largest supermarket operators in Washington and the second and fourth largest nationally. About half of the supermarkets in the state are owned by one of the two companies. Albertsons owns the Haggen and Safeway brands while Kroger owns QFC and Fred Meyer.  

“We went to court to block this illegal merger to protect Washingtonians’ struggling with high grocery prices and the workers whose jobs were at stake. This is an important victory for affordability, worker protections and the rule of law,” the outgoing attorney general said.  

U.S. Senator Maria Cantwell, D-Wash., said in an official statement that she was pleased with the ruling and felt it was a win for shoppers.  

"The Courts found what we have seen in Washington state: Large-scale grocery store mergers like this one are more likely to raise grocery prices than provide any real benefits to shoppers. And right now, we need to keep taking steps to lower costs," Cantwell said.  

FTC Bureau of Competition Director Henry Liu said in a statement that the FTC and its state partners had earned a victory for Americans by blocking Kroger’s acquisition of Albertsons.  

“This historic win protects millions of Americans across the country from higher prices for essential groceries — from milk to bread to eggs — ultimately allowing consumers to keep more money in their pockets,” Liu said. 

Representatives of the two grocers indicated that combining would give them more power to lower prices and compete against other mega-retailers such as Walmart and Amazon.  

Direct impacts on Albertsons and Safeway locations in Washington are not yet certain, but company representatives said the failure of the merger could put some stores at risk of closing. No specific locations have been identified as at-risk. 

Meanwhile, UFCW Local, a grocers union based in Portland, Ore., issued a statement praising the rulings. Union officials had expressed concern regarding how the merger would impact the union’s ability to negotiate fair wages and benefits against a larger company.  

“The well-reasoned decisions today by both Courts make plain what union grocery workers have known all along — this mega-merger would be bad for workers who deserve a workplace where they can be paid well for their labor, be safe and be respected. It would be disastrous for shoppers who deserve competition that leads to better choices and lower prices. The merger would be detrimental to our communities, would harm farmers and suppliers who deserve a healthy balance to negotiate fair prices for their hard work. Instead, the proposed merger would create an out-of-balance system that drives up prices, drives out competition, and drives down wages and safety standards,” the union statement said.  

    King County Superior Court Judge Marshall Ferguson