FTC sues to block Covetrus's $3.5 billion purchase of MWI, saying pet owners would pay more

The Federal Trade Commission sued on November 13 to block Covetrus, a distributor of veterinary supplies owned by Clayton, Dubilier & Rice and TPG, from buying MWI Veterinary Supply, which the agency calls its closest competitor, for $3.5 billion. MWI's parent is Cencora, a pharmaceutical distributor. The FTC says the deal would drive up costs for veterinary clinics, lower the quality of their service and raise prices for pet owners.

The commission voted 2-0 to authorize its staff to seek a permanent injunction, and filed the complaint in the U.S. District Court for the Southern District of New York. According to the FTC's release, the attorneys general of Arizona, Arkansas, California, Colorado, Maine, Michigan, Minnesota, Nebraska, New York, North Carolina, Ohio, Oregon and Texas joined the complaint. The caption on the FTC's case page lists 12 of those states, without Minnesota, and names CVET Topco, Clayton, Dubilier & Rice, TPG, Covetrus, Cencora and MWI as defendants. The page shows the case as pending; the complaint itself was not posted there when we checked on November 14.

What the FTC alleges

Covetrus and MWI supply clinics with medicines, vaccines, surgical supplies and everyday items such as gloves, gauze and syringes, along with related services. Customers include solo practices as well as corporate chains running hundreds of clinics. According to the complaint, as the FTC describes it, both companies run national networks of distribution centers and offer discounts and rebates that smaller rivals cannot match.

The complaint alleges that the two have competed hard on price, the FTC says: Covetrus answered MWI's pricing by cutting its own prices and offering rebates through its VetSuite program. The rivalry grew sharper, the complaint alleges, after Vetcove arrived, an online platform where veterinarians compare prices and use one distributor's offer to bargain with the other. The complaint describes years of that rivalry as "an all-out price war," according to the FTC.

The FTC alleges that the deal would leave two markets highly concentrated: distribution to veterinary clinics and distribution to large corporate accounts. That would make the deal presumptively unlawful under current case law and the merger guidelines the FTC shares with the Justice Department, the agency says. It argues that specialty distributors, manufacturers and retailers sell some of the same products but do not meaningfully constrain the two leaders, and that structural barriers make it hard for new competitors to enter.

This transaction will reduce competition in an already concentrated market and drive up prices for veterinarians and their customers.

What the companies have said

The FTC's release and case page include no statement from Covetrus, its owners, Cencora or MWI. Cencora had told investors in its fiscal fourth-quarter results on November 4 that its outlook for fiscal 2027 assumed the MWI Animal Health merger with Covetrus would close on March 31, 2027. In the same release, Cencora grouped MWI among businesses for which it is exploring strategic alternatives, said MWI was classified as held for sale, and reported a tax benefit of $87.1 million related to the pending divestiture.

Where vet prices stand

The Bureau of Labor Statistics tracks what households pay for veterinary care in its consumer price index. In October, its index for veterinarian services rose 0.3% from September, not seasonally adjusted. It published no change from a year earlier: BLS says October 2025 values are not available because of the 2025 lapse in appropriations, and our report on October's consumer prices explains that gap.

The merger has not closed, so there is no effect on prices to measure yet. The FTC's case rests on what it expects would happen if the two distributors combined, and the federal court will decide whether to block the deal.