FTC sues to block Covetrus's $3.5 billion purchase of veterinary distributor MWI

The Federal Trade Commission (FTC) sued on Friday, 13 November 2026, to block Covetrus's $3.5 billion acquisition of MWI Veterinary Supply, the animal health distribution business of Cencora, according to an FTC press release.

The complaint was filed in the US District Court for the Southern District of New York and names Covetrus and its private equity owners, Clayton, Dubilier & Rice and TPG. Attorneys general from 13 states joined the suit: Arizona, Arkansas, California, Colorado, Maine, Michigan, Minnesota, Nebraska, New York, North Carolina, Ohio, Oregon and Texas. The commission voted 2-0 to authorise its staff to seek a permanent injunction, the FTC said. Reuters and the veterinary trade publication dvm360 also reported the filing.

The FTC's case

The FTC alleges that the deal would combine the two largest suppliers in two markets, distribution to veterinary clinics and distribution to large corporate accounts, and that the combined company could raise costs for clinics, reduce service and raise prices for pet owners. Both companies sell medicines, vaccines, surgical supplies and everyday clinical items such as gloves, gauze and syringes to customers ranging from single-vet practices to groups with hundreds of clinics.

According to the complaint as described by the FTC, the two have competed heavily on price. Covetrus is alleged to have answered MWI's pricing with price cuts and rebates through its VetSuite programme, and the online price-comparison platform Vetcove has let clinics play one distributor's prices against the other's. The agency argues that smaller distributors, manufacturers and retailers do not meaningfully constrain the two, that new entry is difficult, and that the resulting markets would be highly concentrated and presumptively unlawful under case law and the 2023 FTC and Justice Department merger guidelines. The FTC's release did not give market share figures.

"These two companies are engaged in fierce head-to-head competition," Daniel Guarnera, director of the FTC's Bureau of Competition, said in the release. "Covetrus wants to eliminate its closest competitor rather than compete for veterinary clinic customers."

The companies' response

Covetrus said the FTC's case rested on a "narrow and outdated view" of the market and that the lawsuit "does not reflect an accurate understanding of how veterinarians actually buy the products they need", Reuters reported. The company said it was fully prepared to defend the deal in court, according to Reuters and dvm360.

In its statement, as reported by dvm360, Covetrus argued that veterinary practices now have more ways to buy than 15 years ago, including directly from manufacturers, from other national and regional distributors and through online marketplaces that it said are used by more than 60% of US practices. Those figures are the company's own.

Cencora did not immediately respond to a request for comment, Reuters reported. Its shares were up about 2% in midday trading on Friday, according to Reuters. J.P. Morgan analysts said they did not expect the challenge to affect Cencora's forecast and that, if the sale were blocked, the company would likely "look for alternative MWI transactions", Reuters reported.

The deal

Covetrus, which is privately held and based in Portland, Maine, agreed with Cencora in February 2026 to combine with MWI. According to dvm360, Cencora was to receive $1.25 billion in cash up front, $800 million in preferred equity and $1.45 billion in common equity in the combined company, leaving it with a 34.3% noncontrolling stake.