The Federal Trade Commission sued to block Covetrus Inc. and its owners, Clayton, Dubilier & Rice LLC and TPG Inc., from acquiring its closest competitor, MWI Veterinary Supply Inc., for $3.5 billion from MWI’s parent, Cencora Inc.
In its complaint, the FTC alleges that the transaction would merge the two largest suppliers in the markets for veterinary clinic distribution and distribution to large corporate accounts. The combined firm would drive up costs for veterinary clinics, decrease service quality and increase prices for pet owners, according to the complaint.
Covetrus and MWI supply veterinarians with the products used in veterinary clinics, including pharmaceuticals, vaccines, “white goods,” (e.g., gloves, gauze, syringes), surgical supplies and thousands of other products, as well as associated services. Their customers range from independent, single-veterinarian practices to large corporate accounts with hundreds of clinic locations in the United States. Covetrus and MWI have national networks of distribution centers that allow them to deliver products quickly to these customers and offer discounts and rebates that smaller rivals are unable to match, according to the complaint.
“Veterinarians and millions of American pet owners benefit when veterinary distributors compete by offering lower prices and better service. This transaction will reduce competition in an already concentrated market and drive up prices for veterinarians and their customers,” said Daniel Guarnera, Director of the FTC’s Bureau of Competition. “These two companies are engaged in fierce head-to-head competition, and Covetrus wants to eliminate its closest competitor rather than compete for veterinary clinic customers.”
Covetrus and MWI compete vigorously with each other to offer more favorable prices and service terms to veterinary clinics across the United States, according to the complaint. For example, the complaint alleges that Covetrus responded to MWI’s aggressive pricing strategy by lowering its own prices and offering rebates through its VetSuite program. As described in the complaint, this head-to-head competition between Covetrus and MWI has intensified in recent years with the emergence of Vetcove, an online platform that allows veterinarians to compare prices and leverage one distributor’s pricing against the other during negotiations. The complaint further alleges that years of this head-to-head competition have amounted to an all-out price war between Covetrus and MWI.
Americans love their pets and want them to get the best possible care. But no American wants to overpay to keep them healthy. That’s why the @FTC and one of the largest multistate coalitions in the agency’s history today sued to prevent a $3.5 billion merger of the nation’s two largest veterinary care suppliers.
— Andrew Ferguson (@AFergusonFTC) November 13, 2026
Structural challenges make it difficult for new competitors to break into the market, according to the complaint. While specialty distributors, manufacturers, retailers and other fringe suppliers of production animal products provide some of the products and services sought by veterinary clinics, they do not impose a meaningful competitive constraint on veterinary clinic distributors, the FTC alleges.
I argued Chairman @AFergusonFTC could protect American pets the way he protected American homes. He just did. FTC + 13 states are suing to block Covetrus-MWI, a deal combining the two closest rivals in vet distribution. Pet owners win. https://t.co/ArBPpc18E8
— Joel Thayer (@joellthayer) November 13, 2026
The combination of Covetrus and MWI will result in highly concentrated markets for both veterinary clinic distribution and distribution to large corporate accounts, rendering the transaction presumptively unlawful under current antitrust case law and the FTC and Department of Justice’s joint merger guidelines, according to the FTC’s complaint.
The Commission vote to authorize staff to seek a permanent injunction to block the proposed acquisition were 2-0.
The federal court complaint and request for permanent equitable relief was filed in the U.S. District Court for the Southern District of New York. The complaint is joined by the attorneys general of Arizona, Arkansas, California, Colorado, Maine, Michigan, Minnesota, Nebraska, New York, North Carolina, Ohio, Oregon and Texas.