FTC Sues to Block Covetrus' $3.5B MWI Animal Health Deal

The FTC and 13 states sued to block Covetrus' $3.5B acquisition of MWI, which would merge the two largest US veterinary distributors.

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FTC Sues to Block Covetrus' $3.5B MWI Animal Health Deal

By @sharedot · · 6 pages

  • Business
  • Antitrust
  • Animal Health
  • Veterinary Industry

The FTC and 13 states sued to block Covetrus' $3.5B acquisition of MWI, which would merge the two largest US veterinary distributors.

What happened: a federal lawsuit over a $3.5 billion deal

The Federal Trade Commission filed a lawsuit on November 13, 2026 in the US District Court for the Southern District of New York seeking to block Covetrus' proposed $3.5 billion acquisition of MWI Animal Health from parent company Cencora.

The complaint names Covetrus and its private equity owners, Clayton, Dubilier & Rice LLC and TPG Inc., and was joined by attorneys general from 13 states, including Arizona, California, New York, Ohio and Texas. The commission voted 2-0 to authorize staff to seek a permanent injunction.

Why regulators say it eliminates the closest rivalry

According to the FTC, Covetrus and MWI are each other's closest competitors in two markets: distribution to veterinary clinics and distribution to large corporate accounts.

The agency alleges years of aggressive price competition amounted to an "all-out price war," with Covetrus matching MWI pricing through price cuts and rebates in its VetSuite program, and that online comparison platform Vetcove intensified the rivalry.

The FTC argues the merger would create highly concentrated markets, presumptively unlawful under the 2023 merger guidelines. "Covetrus wants to eliminate its closest competitor rather than compete for veterinary clinic customers," said Daniel Guarnera, director of the FTC's Bureau of Competition.

Covetrus pushes back on a 'narrow and outdated' market view

Covetrus responded the same day, calling the agency's view of the market "narrow and outdated" and saying the FTC's lawsuit "does not reflect an accurate understanding of how veterinarians actually buy the products they need."

The company argues that manufacturers sell directly to clinics, other national and regional distributors compete, and online veterinary marketplaces are used by more than 60% of US practices, offering access to more than 40 distributors and thousands of manufacturers — figures that are Covetrus' own estimates.

It says clinics routinely buy from multiple suppliers and vowed to defend the deal in court.

Stakes and what comes next

The transaction, announced in February 2026, would give Cencora $1.25 billion in up-front cash, $800 million in preferred equity, and a 34.3% noncontrolling stake in the combined company.

It had already drawn an FTC second request in May 2026, and Bovine Veterinarian reports the companies submitted a proposed remedy package in October that reportedly failed to satisfy regulators.

If regulators win, MWI would remain under Cencora's ownership; if Covetrus prevails, the combination could proceed. The outcome could shape competition among veterinary distributors and how regulators evaluate consolidation across both companion and production animal health markets.

Sources

  1. dvm360.com › FTC sues to block Covetrus' merger with MWI Animal Health
  2. bovinevetonline.com › FTC Sues to Block $3.5 Billion MWI Animal Health-Covetrus Merger

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