The deal comes when some have observed that antitrust law is antiquated and ill-prepared to address the dynamics of a modern and fast-changing corporate landscape, which is giving rise to giants like Google, Facebook and Amazon.
Bruce Hoffman, an acting director at the FTC, said in a statement that the agency looked at the “proposed acquisition to determine whether it substantially lessened competition.” And, he said, the FTC “decided not to pursue this matter further.”
With the Whole Foods purchase, Amazon will have a 2 percent share of the $600 billion-a-year American grocery market. Walmart holds a more than 20 percent market share; Kroger has 7 percent.
This is one of the first big actions by the FTC since President Trump was elected. Trump has criticized Amazon in the past, including incorrectly claiming that the company doesn’t pay taxes. “Amazon is doing great damage to tax paying retailers,” he wrote on Twitter this month. “Towns, cities and states throughout the U.S. are being hurt — many jobs being lost!”
Amazon, in its latest annual report to the Securities and Exchange Commission, reported that it paid $412 million in income taxes last year, $273 million in 2015 and $177 million in 2014. Amazon collects sales taxes in every state that has one.
The deal — and potential acquisition of more than 460 physical locations — signals a turning point for Amazon, which for years has struggled to break into the U.S. grocery business.
Amazon has remained tight-lipped about its plans for the Austin-based food chain. Whole Foods continues to be led by John Mackey, who co-founded the company in 1980 and has grown it into an international chain with nearly $16 billion in annual revenue. The company is also known for having a friendly workplace culture that compensates cashiers and other staffers better than the minimum wage and benefits.
News of the takeover, which was announced in June, has jolted the grocery industry, which is already struggling to keep up with growing competition. Nearly 20 grocers have filed for bankruptcy in the past three years, as regional chains such as Wegmans and Trader Joe’s expand into new markets and delivery services such as FreshDirect gain popularity.
“Whole Foods Market has been satisfying, delighting and nourishing customers for nearly four decades — they’re doing an amazing job and we want that to continue,” Bezos said in a statement in June.
The deal would also intensify the brewing battle between Amazon and its largest competitor, Walmart, which sells nearly $200 billion worth of groceries each year. (Meanwhile, the country’s second-largest grocery chain, Kroger, brought in $115.3 billion last year.)
Once the deal is completed, it will mark Amazon’s largest acquisition to date. Other notable takeovers include the Seattle-based company’s 2009 purchase of online shoe retailer Zappos.com for roughly $1.2 billion and video game streaming site Twitch, which it bought in 2014 for about $1 billion.
The United Food and Commercial Workers International Union, which represents grocery workers, on Wednesday doubled down on its message that Whole Foods should protect its employees and their jobs.
“Amazon’s acquisition is a threat to Whole Foods workers and their families,” Marc Perrone, the union’s president, wrote in a letter to Whole Foods executives. “They deserve a clear commitment from the entire board that their jobs, wages, and benefits will be protected from Amazon’s automated business model.”