The Federal Trade Commission filed suit in the U.S. District Court for the Southern District of New York on November 13 to block Covetrus Inc. from acquiring MWI Veterinary Supply Inc. from Cencora Inc. for $3.5 billion. The complaint names Covetrus and its owners, the private equity firms Clayton, Dubilier and Rice LLC and TPG Inc. The Commission voted 2-0 to authorise staff to seek a permanent injunction, and the complaint is joined by the attorneys general of Arizona, Arkansas, California, Colorado, Maine, Michigan, Minnesota, Nebraska, New York, North Carolina, Ohio, Oregon and Texas.
Cencora and Covetrus announced their agreement in February 2026. Under the terms Cencora disclosed, it would receive $1.25 billion in cash, $800 million in preferred equity and $1.45 billion in common equity in the combined company, retaining a non-controlling stake of 34.3 percent. The $3.5 billion is the enterprise value Cencora put on MWI, its animal health distribution unit.
The FTC alleges the transaction would merge the two largest suppliers in two markets: distribution to veterinary clinics generally, and distribution to large corporate veterinary accounts. Both companies supply pharmaceuticals, vaccines, surgical supplies and thousands of other clinic products through national distribution centre networks. The complaint describes years of head-to-head price competition between the two, intensified by the Vetcove price-comparison platform, and alleges the combined firm would be presumptively unlawful under current case law and the FTC and Department of Justice joint merger guidelines. Daniel Guarnera, director of the FTC’s Bureau of Competition, said the transaction would reduce competition in an already concentrated market and drive up prices for veterinarians and pet owners.
Covetrus responded that the FTC’s case relies on a narrow and outdated view of the market, according to Reuters, and the company has said it intends to defend the deal. The lawsuit asks the court to block the acquisition permanently; the allegations have not been adjudicated, and the transaction cannot close while the challenge runs its course.