In 2022, The Kroger Co. and Albertsons Companies, Inc. announced plans to merge in a $24.6 billion transaction that would combine two of the largest grocery chains in the United States. The proposed merger aimed to create a nationwide grocery retailer with nearly 5,000 stores across 48 states. Following the announcement, several states and federal regulators began reviewing the merger for potential antitrust concerns, focusing on whether it would reduce competition and harm consumers.
In February 2024, Colorado Attorney General Philip J. Weiser filed suit in Denver District Court seeking to block the merger. The complaint alleged that the merger would substantially lessen competition in the grocery industry within Colorado, in violation of the Colorado Antitrust Act. The Attorney General contended that the merger would likely lead to higher food prices, fewer consumer choices, and negative impacts on employees and suppliers.
The State of Colorado asserted that Kroger and Albertsons operated as close competitors in many markets across the state. The complaint identified more than 140 locations where the two chains competed directly. It alleged that eliminating competition between them would give the combined company excessive market power over grocery pricing, promotions, and employment conditions.
The State further claimed that the merger could harm grocery store workers by reducing job mobility and weakening collective bargaining leverage. It also raised concerns that suppliers could face lower prices and more restrictive terms as the merged entity consolidated its purchasing power. According to the complaint, consumers in rural and urban areas alike would face diminished access to affordable groceries if local stores were closed or consolidated.
To address antitrust concerns, Kroger and Albertsons proposed divesting more than 400 stores to C&S Wholesale Grocers. The companies argued that this divestiture would preserve competition and maintain local market balance. The Colorado Attorney General, however, contended that the plan was inadequate. The lawsuit claimed that C&S lacked the operational experience and infrastructure to compete effectively against a combined Kroger–Albertsons entity. The State asserted that similar divestiture strategies had failed in past retail mergers, leading to reduced competition and store closures.
Colorado’s lawsuit paralleled efforts by the Federal Trade Commission (FTC) and several other states pursuing similar challenges under federal antitrust law. The complaint emphasized Colorado’s independent authority to enforce its state antitrust statutes, which mirror but do not depend on federal law. The case highlighted the state’s focus on protecting local markets and consumers from potential anticompetitive mergers.
The Attorney General’s office sought an injunction preventing Kroger and Albertsons from completing the merger or taking any steps toward integration pending judicial review. The suit also requested a declaration that the merger violated state antitrust law and asked for costs and other relief permitted under the statute.
As of the filing, both Kroger and Albertsons maintained that the merger would generate efficiencies and consumer benefits, such as expanded product availability, reduced supply costs, and improved employee wages. They argued that the combination would help the companies compete with large national retailers and online grocery providers. The case remained pending in Colorado District Court, with hearings scheduled to determine whether the State could secure a preliminary injunction blocking the transaction.
If your business is planning a merger, acquisition, or restructuring, Whitcomb, Selinsky PC provides legal guidance on mergers and acquisitions. Contact us to learn how our team can help navigate due diligence, regulatory review, and transaction planning.