03:41 PM EDT, 03/25/2025 (MT Newswires) -- (Adds Albertsons' response beginning in fifth paragraph.)

Kroger ( KR ) on Tuesday countersued Albertsons ( ACI ) , saying that the company should not receive a $600 million merger termination fee because its executives used a "secret and misguided campaign" to undermine the proposed business combination.

Albertsons ( ACI ) terminated the proposed merger on Dec. 10 and filed suit in Delaware Court of Chancery, alleging that Kroger ( KR ) "willfully" tried to scuttle the transaction by ignoring input from anti-trust regulators and refusing to divest sufficient assets to allow the deal to proceed.

In its counterclaim, Kroger ( KR ) rejected those assertions, saying that while it was working diligently to close the merger, Albertsons ( ACI ) was engaged with C&S Wholesale Grocers, the divestiture buyer, to pursue its own regulatory strategy, which ultimately undermined Kroger's ( KR ) efforts.

Kroger's ( KR ) counterclaim also asserts Albertsons ( ACI ) had developed a "Plan B" to "sue Kroger ( KR ) in the event the merger failed to close, by manufacturing a paper-trail over many months including unfounded allegations."

In a statement to MT Newswires on Tuesday, an Albertsons ( ACI ) spokesperson dismissed Kroger's ( KR ) counter claim as a "deliberate tactic to distract" investors and the public from its internal problems and to avoid paying the damages it owes to the company.

The spokesperson also said Albertsons ( ACI ) worked "steadfastly" throughout the process to complete the deal and claimed "Kroger's ( KR ) self-interested conduct doomed the merger."

"Kroger ( KR ) did not hold up its end of the bargain, despite its duty under the merger agreement to take 'any and all actions' to address regulatory concerns," the spokesperson said.

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