“Including a termination fee in a merger agreement is definitely beneficial, but in this particular case, it will likely lead to significant complexities and challenges in court given the dispute over ‘best efforts’.”
-Shruti Gurudanti, corporate transactions director at Rose Law Group
By Melissa Repko | CNBC
Albertsons on Wednesday formally terminated its proposed $25 billion merger with Kroger and filed a lawsuit against its supermarket competitor, saying Kroger violated its contract and did not follow through on commitments to help get the deal approved.
It comes a day after a judge blocked the planned tie-up.
In a news release, Albertsons said Kroger broke its merger agreement “by repeatedly refusing to divest assets necessary for antitrust approval, ignoring regulators’ feedback, rejecting stronger divestiture buyers and failing to cooperate with Albertsons.”
“Kroger’s self-serving conduct, taken at the expense of Albertsons and the agreed transaction, has harmed Albertsons’ shareholders, associates and consumers,” Albertsons’ General Counsel and Chief Policy Officer Tom Moriarty said in a statement. “We are disappointed that the opportunity to realize the significant benefits of the merger has been lost on account of Kroger’s willfully deficient approach to securing regulatory clearance.”
In a statement, Kroger called the allegations in the lawsuit “baseless and without merit.”
“This is clearly an attempt to deflect responsibility following Kroger’s written notification of Albertsons’ multiple breaches of the agreement, and to seek payment of the merger’s break fee, to which they are not entitled,” the company’s statement said.
