Earlier in the day, Whole Foods shareholders voted to approve the deal. Amazon offered to buy Whole Foods in an all-cash transaction in June and to assume the company's debt, which stood at $1 billion as of June 30.
The Federal Trade Commission announced Wednesday that it's looked into whether the merger would hurt competition and has made a decision to drop its investigation. Whole Foods operates more than 460 stores in the U.S., Canada and the United Kingdom. It also needs the go-ahead from government regulators.
The FTC, which was checking to see whether the deal would reduce competition, in a statement said it would not further pursue an investigation. "Of course, the FTC has the ability to investigate anticompetitive conduct should such action be warranted".
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The deal now awaits regulatory approval, with both parties expecting it to close by the end of 2017.
Amazon and Whole Foods have not given many details about what might change for customers, though Whole Foods CEO John Mackey gave some general clues at a town hall with employees after the deal was announced.
The union, which represents grocery workers - though none at Whole Foods - has said that Amazon's power over Internet commerce, and penchant for automation in business processes, had harmed workers.