On November 13, 2026, the Federal Trade Commission sued in the U.S. District Court for the Southern District of New York to block Covetrus Inc. and its owners from acquiring MWI Veterinary Supply Inc. from Cencora Inc. for $3.5 billion. The FTC alleges the transaction would merge the two largest suppliers in veterinary clinic distribution and distribution to large corporate accounts, raising costs for clinics and pet owners. A bipartisan group of state attorneys general joined the complaint. The Commission voted 2-0 to authorize the suit. The parties have agreed to a temporary restraining order preventing closing before at least early December. Legal, compliance and procurement teams in healthcare distribution, animal health or other concentrated supplier markets should review the complaint and monitor the litigation.
The Federal Trade Commission and a coalition of state attorneys general filed suit on November 13, 2026, to block Covetrus’s proposed $3.5 billion acquisition of MWI Veterinary Supply from Cencora, alleging the deal would substantially lessen competition in veterinary distribution. Legal counsel, antitrust specialists and procurement leaders in healthcare, animal health or other sectors with concentrated distributors should treat the filing as a live development in merger enforcement.
This is not legal advice. Consult counsel on specific antitrust, contract or regulatory obligations.
- What changed? The FTC filed a complaint seeking a permanent injunction to block Covetrus’s $3.5 billion acquisition of MWI Veterinary Supply from Cencora. State attorneys general from multiple states joined. The Commission vote was 2-0.
- When? Complaint filed November 13, 2026, in the Southern District of New York. The parties have agreed to a temporary restraining order preventing closing before December 4, 2026. The original agreement was announced earlier in 2026.
- Who is affected? Covetrus, Cencora, MWI and their customers (veterinary clinics and large corporate accounts); state attorneys general; legal and procurement teams in animal health, veterinary distribution or other markets where the two largest suppliers propose to combine.
- What to do this week? Obtain the complaint and any TRO or scheduling orders. Review existing supply agreements or contingency plans that assumed the merger would close. Note Covetrus’s public statement that it will defend the deal. Monitor for any early court rulings or settlement discussions.
What did the FTC allege?
The FTC’s complaint, filed November 13, 2026, in the U.S. District Court for the Southern District of New York, seeks to block Covetrus Inc. and its owners (Clayton, Dubilier & Rice LLC and TPG Inc.) from acquiring MWI Veterinary Supply Inc. from Cencora Inc. for $3.5 billion. The agency alleges that the transaction would combine the two largest suppliers in the markets for veterinary clinic distribution and distribution to large corporate accounts. According to the complaint, the combined firm would drive up costs for veterinary clinics, decrease service quality and increase prices for pet owners.
The FTC states that the combination would result in highly concentrated markets, rendering the transaction presumptively unlawful under current antitrust case law and the joint merger guidelines of the FTC and the Department of Justice. The Commission voted 2-0 to authorize staff to seek a permanent injunction. Attorneys general from multiple states, including California, New York, Texas and others, joined the lawsuit.
What is the status of the deal and the litigation?
Covetrus and Cencora entered into an agreement earlier in 2026 for the sale of MWI. The parties have agreed to a temporary restraining order that prevents them from completing the merger before December 4, 2026. The FTC and the states are seeking a preliminary injunction and ultimately a ruling that the merger is illegal. Covetrus has said the FTC’s case relies on a narrow and outdated view of the market and that the company is prepared to defend the deal in court. Cencora has not immediately commented in some reports; analysts have noted that the company may pursue alternative transactions if the sale is blocked.
Why does this matter beyond veterinary distribution?
The action is a concrete example of current FTC merger enforcement in a concentrated distribution market. Legal and procurement teams in other healthcare, life-sciences or specialty-distribution sectors can use the complaint as a reference for how the agency frames head-to-head competition, market definition and the application of the merger guidelines. The involvement of a large bipartisan group of state attorneys general also illustrates the multi-sovereign nature of many major merger challenges.
For organizations that buy from either Covetrus or MWI, the litigation creates near-term uncertainty about pricing, service levels and contract continuity. Procurement teams should identify any agreements or forecasts that assumed the combination would close on the original timeline.
What should legal and procurement teams do this week?
Obtain and review the federal complaint and the list of joining states. Confirm the terms and expiration of the temporary restraining order. Map any existing supply or service contracts with Covetrus or MWI and note renewal or volume-commitment windows that fall during the litigation. Assess whether contingency sourcing or dual-source arrangements are available. Legal teams should also watch for any early motions, discovery schedules or settlement discussions that could affect closing timelines.
Companies in analogous markets may wish to compare the market-definition and concentration arguments in the complaint with their own pending or contemplated transactions.
What to watch next?
Court rulings on any request for a preliminary injunction, the parties’ responses, and any indication of settlement or abandonment of the deal. Also watch for further statements from Cencora about alternative strategic options for MWI and from Covetrus about its defense. The December 4 temporary restraining order date is a near-term milestone.
FAQ
What is the value of the proposed transaction?
Approximately $3.5 billion for Covetrus’s acquisition of MWI Veterinary Supply from Cencora.
Where was the complaint filed?
U.S. District Court for the Southern District of New York.
Did states join the lawsuit?
Yes. A bipartisan group of state attorneys general joined the FTC’s complaint.
Is there a temporary restraining order?
Yes. The parties have agreed to a temporary restraining order preventing closing before December 4, 2026.
How did Covetrus respond?
Covetrus has said the FTC’s case relies on a narrow and outdated view of the market and that it is prepared to defend the deal in court.
Last Updated: November 14, 2026.
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