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    Kroger Urging Shareholders to Reject TRC Capital's 'Mini-Tender' Offer

    Retailer advising shareholders to rebuff TRC Capital's unsolicited "mini-tender" offer.

    The Kroger Co. is urging its shareholders to reject tendering shares of an unsolicited "mini-tender" offer dated Jan. 23, 2009, by TRC Capital Corp. to purchase up to 3,000,000 shares of the retailer's common stock, which is less than one half of one percent of the outstanding shares.

    A private Canadian investment company, TRC Capital's unsolicited "mini-tender" offer price of $24 per share is approximately 3.5 percent below the $24.87 per share closing price of Kroger's common stock on Jan. 22, 2009, the last trading day prior to the commencement of the offer.

    Cincinnati-based Kroger is not affiliated in any way with TRC Capital, the offer, or the offer documentation.

    TRC Capital has made many similar "mini-tender" offers for the shares of other companies. "Mini-tender" offers are designed to seek less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.

    The SEC has cautioned investors about "mini-tender" offers in an investor alert. The SEC noted that these offers "have been increasingly used to catch investors off guard" and that many investors who hear about "mini-tender" offers "surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers."

    Kroger is further advising shareholders to consult their financial advisors and exercise caution with respect to TRC Capital's offer. In addition, shareholders who have already tendered should consider the advisability of withdrawing their shares as permitted under TRC Capital's Offer to Purchase documents. The offer is currently scheduled to expire at 12:01 a.m. EST on Tues., Feb. 24, 2009.

    Kroger operates stores under two dozen local banner names across the country.

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