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In a move set to reshape the animal health landscape, Covetrus to merge with Cencora is no longer speculation but strategy — a $3.5 billion enterprise value transaction that aims to fuse distribution muscle with technological reach.

The deal, announced Wednesday, will combine Portland, Maine-based Covetrus with MWI Animal Health, a unit of Cencora, creating a more expansive platform for veterinary services and animal health solutions.

Anatomy of a $3.5 Billion Transaction

Under the terms of the agreement, MWI is valued at $3.5 billion. In exchange, Cencora will receive a carefully structured package: $1.25 billion in upfront cash, $800 million in preferred equity and $1.45 billion in common equity in the combined company.

When the dust settles, Cencora will hold a 34.3% noncontrolling common equity stake in the newly merged enterprise — a significant, but not majority, position.

The companies said the newly combined business will focus on improving access to animal health products, streamlining operations for veterinary practices and fueling innovation across the sector. In an industry where timing and logistics can mean the difference between life and loss, efficiency is more than a buzzword — it is infrastructure.

Leadership Signals Growth Ambitions

Covetrus CEO Ben Wolin described the merger as an expansion of capability and reach.

“By bringing MWI’s strong distribution capabilities and expertise to our business, we can offer more solutions to more customers, improve logistics, create savings and develop innovative new ways to support the animal health ecosystem,” Wolin said in a statement.

Cencora CEO Bob Mauch framed the transaction as a sharpening of focus. He said the deal allows Cencora to concentrate on its core growth priorities while positioning MWI for its next chapter with a partner singularly focused on animal health.

The transaction, he added, “positions MWI for success with a partner strategically focused on and dedicated to animal health, while allowing Cencora to further invest in our key growth priorities.”

Legal Teams Steer the Deal

The merger’s legal architecture is being guided by major law firms on both sides.

Debevoise & Plimpton LLP and Latham & Watkins LLP are advising Covetrus. The Debevoise team is led by M&A partners Spencer Gilbert and Kevin Rinker. Information regarding Latham’s lead partners was not immediately available.

Freshfields LLP is representing Cencora, with its team led by M&A partners Damien Zoubek and Joshua Ayal.