The acquisition of Albertsons Companies (ACI) by The Kroger Co. (KR) for $24.6 billion or $34.10 per share in cash. The cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company ("SpinCo") that Albertsons is prepared to spin off at closing. As part of the transaction, Albertsons will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022.

Expected to close in early 2024 for a closing value of $24.6 billion. Under the terms of the agreement, shareholders of Albertsons Companies will receive $34.10 per share in cash. The cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company ("SpinCo") that Albertsons is prepared to spin off at closing. As part of the transaction, Albertsons will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022.

Merger Agreement

Albertsons Companies, Inc. Investor Relations

The Kroger Co. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Albertsons Companies): $318 million

Parent Termination Fee (To be paid by The Kroger Co.): $600 million

Outside Date: January 13, 2024 (option to be extended by 270 days)

Update(s)

October 14, 2022: Albertsons Companies (ACI) announced that its Board of Directors has declared a special cash dividend of $6.85 per share of Class A common stock. The Special Dividend is payable on November 7, 2022, to stockholders of record as of the close of business on October 24, 2022. The Special Dividend has been declared in connection with the company entering into an Agreement and Plan of Merger, dated October 13, 2022 with The Kroger Co. (KR).

October 18, 2022: According to Reuters, a U.S. Senate antitrust panel is expected to announce as soon as Tuesday a hearing on the merger of grocery giants Kroger (KR) and Albertsons (ACI), signaling growing scrutiny of the deal.

October 19, 2022: Albertsons Companies (ACI) reported that, following the execution of the Merger Agreement with The Kroger Co. (KR): (i) the Cerberus Holders, (ii) entities affiliated with Klaff Realty, (iii) entities affiliated with Lubert-Adler Partners and (iv) KRS ABS, LLC, an entity affiliated with Kimco Realty Corporation, collectively the beneficial owners of 296,076,183 shares of Common Stock, which constitute approximately 55.4% of the voting power of the outstanding shares of Common Stock, each executed a written consent approving and adopting the Merger Agreement. No further approval of the stockholders of the company is required to adopt the Merger Agreement.

October 19, 2022: Sen. Elizabeth Warren called for the Federal Trade Commission to block Kroger's (KR) planned billion acquisition of rival supermarket chain Albertsons (ACI).

October 21, 2022: Reuters reported that thousands of unionized retail workers from the U.S. Mid-Atlantic to the West Coast are lobbying regulators and lawmakers as part of a broader effort to nix the merger between supermarket operators Kroger (KR) and Albertsons (ACI).

October 26, 2022: According to Bloomberg, Attorney General Karl Racine on behalf of a bipartisan group of attorneys general said that Albertsons (ACI) should hold off on the $4 billion dividend payment to shareholders while the pending merger with Kroger (KR) is reviewed.

October 31, 2022: According to Bloomberg, plans by Albertsons (ACI) to pay $4 billion to shareholders as a special dividend were developed before the company started talking about a potential merger with Kroger (KR), according to a letter from the grocery-store chain to a group of state attorneys general that raised concerns about the payout.

November 1, 2022: According to Reuters, Washington State Attorney General Bob Ferguson filed a lawsuit on Tuesday to block grocery chain Albertsons (ACI) from paying dividends to shareholders before the closure of its proposed merger with Kroger (KR).

November 3, 2022: According to Reuters, a state court in Washington has temporarily blocked Albertsons Companies (ACI) from paying a $4 billion dividend to shareholders before the grocery chain closes its proposed deal with rival Kroger (KR).

November 4, 2022: Albertsons Companies (ACI) announced that the Attorney General of the State of Washington has been granted a temporary restraining order, that restrains the company from paying the previously announced $6.85 per common share special dividend, originally scheduled to be paid on November 7, 2022. Albertsons intends to seek to overturn the restraint as quickly as possible because the temporary order was based on the incorrect assertion that payment of the special dividend would impair its ability to compete while its proposed merger with The Kroger Co. (KR) is under antitrust review. A hearing on the State of Washington’s request for a preliminary injunction is scheduled for November 10, 2022.

November 8, 2022: Albertsons Companies (ACI) announced that the U.S. District Court for the District of Columbia has denied the request by the California, Illinois, and District of Columbia Attorneys General for a temporary restraining order against the company’s previously announced $6.85 per common share Special Dividend, originally scheduled to be paid on November 7, 2022.

November 8, 2022: According to Reuters, A U.S. federal court denied requests to temporarily block Albertsons Companies' (ACI) $4 billion dividend payment to shareholders before the closing of the proposed merger with Kroger (KR), but the payout remained blocked due to another court order.

November 10, 2022: Albertsons Companies (ACI) announced that the Washington State Court has postponed the date of the hearing regarding the temporary restraining order granted to the State of Washington. The TRO restrains the company from paying the previously announced $6.85 per share Special Dividend to stockholders of record as of the close of business on October 24, 2022. The hearing is scheduled to take place on November 16 and November 17, and the TRO remains in effect.

November 16, 2022: According to Reuters, Albertsons Companies (ACI) said that its $4 billion dividend payment to shareholders will continue to remain on hold as a Washington state court postponed a scheduled case hearing to December 9, 2022.

November 28, 2022: Reuters reported that Senator Amy Klobuchar's office has said in a statement that Kroger (KR) CEO Rodney McMullen and Albertsons' (ACI) top executive, Vivek Sankaran, will face questions this week on plans for the two companies to merge.

December 1, 2022: According to Reuters, the attorneys general of California, Illinois, and Washington D.C. have asked a federal court on for a preliminary injunction that would prevent Albertsons Companies (ACI) which is being purchased by rival Kroger (KR) from paying a $4 billion dividend to shareholders.

Advocacy groups, including the Open Markets Institute and National Farmers Union asked U.S. antitrust enforcers to stop Kroger's planned purchase of Albertsons Companies. In a letter to Federal Trade Commission Chair Lina Khan, the groups argued that the deal would raise prices in some parts of the United States and hurt some grocery store and warehouse workers.

December 2, 2022: Albertsons Companies (ACI) filed its preliminary proxy statement, stating that the parties filed their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission on November 3, 2022.

December 5, 2022: Albertsons Companies (ACI) and Kroger’s (KR) each received a request for additional information and documentary materials (each a “Second Request”) under the HSR Act.

December 6, 2022: Bloomberg reported that Kroger’s (KR) acquisition of Albertsons (ACI) will face an in-depth review by the Federal Trade Commission, after the US regulator sent a so-called second request seeking additional information on the deal.

December 8, 2022: Colorado’s attorney general urged a Washington state court judge to block a $4 billion dividend proposed to be paid to shareholders ahead of the merger of Kroger (KR) and Albertsons (ACI).

December 10, 2022: Albertsons Companies (ACI) said that Washington State Court had denied a request of preliminary injunction by the state's Attorney General to prevent the company from paying $4 billion to shareholders in a special dividend.

December 13, 2022: According to Reuters, the attorneys general of California, Illinois and Washington D.C., said they would appeal a federal court's refusal to temporarily prevent Albertsons Companies (ACI) from paying a $4 billion dividend to shareholders.

December 21, 2022: Albertsons Companies (ACI) announced that on December 19, 2022, the State of Washington Supreme Court set February 9, 2023 as the date for the review of the temporary restraining order (“TRO”) against the company’s previously announced $6.85 per common share Special Dividend.

January 17, 2023: Albertsons Companies (ACI) announced that the temporary restraining order preventing the payment of the Special Divided has been lifted after the State of Washington’s Supreme Court denied a motion by the Attorney General of the State of Washington. Albertsons will immediately begin the process of paying the Special Dividend and amounts will be distributed as soon as practicable to stockholders of record as of the close of business on October 24, 2022.

January 19, 2023: Albertsons Companies (ACI) announced that the payment date for its previously announced $6.85 per common share Special Dividend, originally scheduled to be paid November 7, 2022, is now going to be paid on January 20, 2023 to stockholders of record as of the close of business on October 24, 2022.

February 4, 2023: According To Reuters, a private lawsuit filed in California seeks to stop Kroger's (KR) planned purchase of Albertsons Companies (ACI), a deal that state attorneys general, consumer groups and some U.S. lawmakers have questioned as harmful to competition in the grocery market.

February 16, 2023: Arizona’s Attorney General Kris Mayes announced that her office has launched an anti-trust investigation of the proposed merger between The Kroger (KR) and Albertsons (ACI).

June 12, 2023: The International Brotherhood of Teamsters is formally opposing the merger of The Kroger Company (KR) and Albertsons Companies (ACI) currently under review at the FTC. The Teamsters represent more than 22,000 members across both companies' stores, distribution centers, and manufacturing plants nationwide.

August 3, 2023: Judge Vince Chhabria of the US District Court for the Northern District of California tossed out a lawsuit by a group of consumers who sued to block Kroger's (KR) planned purchase of rival grocery chain Albertson's (ACI).

August 16, 2023: Secretaries of State representing seven states with a total of almost 5,000 affected stores, wrote a letter to the FTC Chair Lina Khan, asking the agency to block Kroger's (KR) acquisition of Albertsons (ACI).

September 5, 2023: According to Bloomberg, C&S Wholesale Grocers — with backing from SoftBank Group Corp is in talks to buy grocery stores that Kroger (KR) and Albertsons (ACI) are selling to win regulatory approval for their merger.

September 8, 2023: Kroger (KR) has agreed to sell 413 stores to C&S Wholesale Grocers in a divestiture designed to help win antitrust approval for its $24.6 billion merger with Albertsons (ACI).

September 29, 2023: Axios reported that the Federal Trade Commission is likely to challenge the Kroger (KR) and Albertsons (ACI) merger, said former FTC policy director David Balto and a source familiar with the FTC’s thinking.

October 12, 2023: California is preparing a lawsuit to block Kroger Co.’s $24.6 billion acquisition of Albertsons Cos. on concerns the deal could hurt consumers and workers, Attorney General Rob Bonta.

December 11, 2023: The International Brotherhood of Teamsters, which represents more than 22,000 members at Kroger (KR) and Albertsons (ACI), is urging the Federal Trade Commission to reject Kroger's plan to sell stores to C&S Wholesalers to try to win antitrust approval for its planned acquisition of Albertsons.

December 12, 2023: According to Reuters, six U.S. lawmakers wrote to the FTC on Monday expressing their opposition to the proposed acquisition of Albertsons (ACI) by Kroger (KR). 

January 11, 2024: The Washington state attorney general is expected to file a lawsuit seeking to block Kroger Co.’s (KR) proposed takeover of Albertsons Cos. (ACI).

January 15, 2024: Washington state Attorney General Bob Ferguson sued to block the proposed merger of Kroger (KR) and Albertsons (ACI).

January 15, 2024: Kroger (KR), Albertsons (ACI), and C&S Wholesale Grocers issued a statement saying that they are supportive of the transaction and they still anticipate the deal closing in the first half of Kroger's fiscal second quarter, that ends on August 17, 2024.

February 14, 2024: Colorado Attorney General Phi Weiser on Wednesday filed a lawsuit to block Albertsons (ACI) $25 billion sale to Kroger (KR) deal. He said that the supermarket chains' proposal to divest 400 stores to C&S Wholesalers is "unpersuasive." Colorado is seeking a preliminary injunction to stop the planned deal.

February 20, 2024: According to Bloomberg, the US FTC and a group of states are poised to sue as soon as next week to block the tie-up between Kroger (KR) and Albertsons (ACI).

February 26, 2024: According to the Wall Street Journal, the FTC sued to block Kroger’s (KR) $25 billion bid for rival Albertsons (ACI), throwing into uncertainty the fate of the largest supermarket deal in history.

March 11, 2024: According to Reuters, U.S. District Judge Adrienne Nelson set August 26, 2024 as the start of a hearing on the Federal Trade Commission's bid for a preliminary injunction to block supermarket chain Kroger's (KR) $24.6 billion deal to buy Albertsons (ACI).

March 25, 2024: According to Reuters, a Denver state judge said on Monday that he will hear arguments beginning on August 12 in Colorado's case seeking to block Kroger's (KR) purchase of rival grocer Albertsons (ACI).

April 22, 2024: Kroger (KR) and Albertsons (ACI) announced that they have amended their definitive agreement with C&S Wholesale Grocers for the sale of assets in connection with their proposed merger. The amended agreement builds on the initial divestiture package and increases the total store count by 166 to include 579 stores that will be sold to C&S. Under the amended agreement, Kroger will also sell the Haggen banner to C&S.