The Kroger Co. (NYSE: KR) and Giant Eagle, Inc. ("Giant Eagle") announced a definitive agreement under which Kroger will acquire Giant Eagle, a leading family-owned food and pharmacy retailer with approximately $9 billion in annual sales and 197 supermarkets and 11 standalone pharmacies across northern Ohio, western Pennsylvania, West Virginia, Maryland and Indiana. With a purchase price of $1.65 billion, comprised of $1.25 billion in cash consideration and the assumption of approximately $400 million in outstanding liabilities, this transaction is consistent with Kroger’s focus on acquisitions where the company can create clear value for customers, associates and shareholders.

WilmerHale advised Giant Eagle in the transaction.

The M&A team was led by Hal Leibowitz and Andrew Bonnes, and included Judd Abramson, Jane Cha, Whitley Horning, Cole Feinberg and Chris Cardillo, with support from specialist teams led by Jennifer Milici and Hartmut Schneider on antitrust, Bill Caporizzo and Meghan Walsh on tax, Kim Wethly and Amanda Albert on compensation and benefits,  Doug Burton and Michael Kaplan on real estate, Stephen Gillespie on intellectual property, Kirk Nahra on data privacy and security, David Gold on environmental matters, and Bruce Manheim, Barry Hurewitz and Leslie Harrelson on regulatory matters.