The Federal Trade Commission (FTC) and attorneys general from 13 states sued Friday to block Covetrus’ $3.5 billion purchase of MWI Veterinary Supply, arguing the deal could weaken competition and raise pet-owner prices.
The FTC says the companies are the two largest suppliers in markets it defines for distributing products to veterinary clinics and large corporate accounts. It alleges that combining them could raise costs for clinics, weaken service and lift prices for pet owners. The case is pending in the U.S. District Court for the Southern District of New York.
The FTC’s summary of its complaint says Covetrus cut prices and offered VetSuite rebates in response to MWI’s pricing. The agency also says online platform Vetcove helped clinics compare prices and negotiate with suppliers.
New York’s attorney general’s office says the coalition alleges the combined company would control more than 50% of the relevant markets. It also says corporate veterinary groups typically obtain 65% to 90% of their supplies from one distributor.
Covetrus disputes the FTC’s view of the market, citing direct manufacturer sales, national and regional distributors, and online marketplaces. The company says more than 60% of U.S. veterinary practices use marketplaces to compare prices and access more than 40 distributors and thousands of manufacturers. It says nearly all practices also buy directly from suppliers, and that the deal would improve access and efficiency while lowering its cost of serving practices. Covetrus said it would defend the transaction and that clinics “choose freely from numerous manufacturers and distributors to meet their needs.”
Covetrus and MWI announced the transaction Feb. 18, valuing MWI at $3.5 billion. Under the terms, Cencora was to receive $1.25 billion in cash, $800 million in preferred equity and $1.45 billion in common equity, leaving it with a 34.3% non-controlling common-equity stake in the combined company.
New York’s attorney general’s office said the companies agreed to a temporary restraining order barring a closing before Dec. 4, 2026. The state coalition is seeking a preliminary injunction, while the FTC says its commissioners voted 2-0 to authorize seeking a permanent injunction.
