FTC sues to block Covetrus's $3.5 billion takeover of rival MWI

The lawsuit and who is named

The Federal Trade Commission filed a lawsuit on 13 November 2026 seeking to block the veterinary supplies distributor Covetrus from buying its closest rival, MWI Veterinary Supply, in a deal worth $3.5 billion. According to the FTC press release, the sellers are MWI's current owner, Cencora, and the buyers include Covetrus together with its owners, the private equity firms Clayton, Dubilier & Rice and TPG.

The complaint was filed in the US District Court for the Southern District of New York and asks the court for a permanent injunction.

Why the regulator objects

The FTC argues that Covetrus and MWI are the two largest distributors serving veterinary clinics in the United States, and that combining them would create highly concentrated markets for both clinic distribution and supply to large corporate accounts. In the agency's view, that level of concentration makes the deal presumptively unlawful under existing antitrust case law and the merger guidelines shared by the FTC and the Department of Justice.

The complaint claims the merger would raise costs for veterinary practices, reduce service quality and ultimately push up prices for pet owners. Daniel Guarnera, who leads the FTC's Bureau of Competition, said the two firms compete fiercely and that Covetrus wants to remove its closest competitor rather than keep competing for clinic customers.

A market shaped by a price war

Both companies supply veterinary practices with a wide range of goods, including medicines, vaccines, surgical items and everyday consumables such as gloves, gauze and syringes, along with related services. Their customers range from single-vet practices to corporate groups running hundreds of clinics across the country.

According to the FTC, the two distributors run national networks of warehouses that allow fast delivery, and they offer discounts and rebates that smaller rivals cannot match. The complaint describes years of direct rivalry that escalated into an all-out price war. It says Covetrus cut its own prices and added rebates through its VetSuite programme in response to aggressive pricing from MWI.

The competition intensified further with the rise of Vetcove, an online platform that lets veterinarians compare prices and play one distributor off against the other during negotiations. The FTC argues that removing one of the two main players would end this pressure.

Barriers for new entrants

The complaint also addresses whether other firms could fill the gap if the merger went ahead. The FTC says structural obstacles make it hard for new competitors to enter the market.

If the court agrees, the deal could be blocked or require significant conditions. As of the FTC's announcement, the case is at the filing stage, and any outcome will depend on the court proceedings that follow.

What it means for clinics and pet owners

Veterinary practices rely on a small number of large distributors for everyday supplies, so the outcome of this case could affect the prices and service terms they are offered. The FTC's position is that competition between Covetrus and MWI has kept prices in check, and that a merger would remove that discipline.

For pet owners, the agency's concern is that higher costs for clinics would eventually be passed on in vet bills. The case is also a notable test of how US antitrust enforcers apply their merger guidelines to concentrated distribution markets, with a broad bipartisan group of states backing the federal challenge.