# Federal judge blocks Kroger’s $24.6 billion bid to buy Albertsons

A federal judge has blocked Kroger Co.’s $24.6 billion acquisition of Albertsons Cos., ruling that the deal would lessen competition for U.S. grocery shoppers and likely end the long-running merger effort. The decision came in Oregon and sided with the U.S. Federal Trade Commission.

The ruling is a major setback for the companies, which had spent years trying to combine into a larger national grocery player. Judge Adrienne Nelson found that the proposed divestiture of hundreds of stores to C&S Wholesale Grocers would not adequately preserve competition. In the same day’s cascade of decisions, a Washington judge also blocked the deal in that state.

The packet shows that the court accepted the FTC’s core antitrust argument: that supermarkets constitute a distinct market and that the merged company would face too little competitive pressure in the areas the agency defined. That finding matters because it undercuts Kroger and Albertsons’ argument that online and nontraditional retailers should be counted more broadly in the market.

The companies had argued the combination would bring lower prices, better wages and improved stores. Kroger said it was disappointed and said it was reviewing options. Albertsons said it was evaluating its next steps. But the ruling suggests the courts were not persuaded that those promised benefits outweighed the competition concerns.

The case had been one of the most significant antitrust tests of the Biden-era FTC under Lina Khan. The packet says the decision was a victory for the FTC, which argued that the divestiture plan was too weak and that some divested stores might lose sales or close. The judge also rejected the companies’ labor-related arguments, saying she lacked sufficient economic evidence to evaluate them.

Beyond the courtroom, the ruling has market consequences. Kroger’s shares rose after the decision while Albertsons fell, indicating investors were already treating the merger as fragile. The report also notes that Albertsons could become a target again, although in the near term it is expected to focus on investment in its existing stores and technology.

For consumers, the issue was not abstract. The FTC had argued that the merger would reduce price competition, weaken service incentives and give the combined firm more leverage over workers. The companies countered that scale was necessary to compete with Walmart and other large retailers. The judge, however, accepted the government’s narrower market definition.

The merger, first agreed in 2022, had become a political and legal test case for the future of antitrust enforcement in retail. The ruling leaves both grocery chains to reassess their strategy and turns what once looked like a transformative combination into a likely dead end.

Event date: 2024-12-10