FTC to Mars: Divest 12 clinics in order to buy VCA

Mars agrees to proposed antitrust settlement

Published: August 30, 2017
By Edie Lau

Clinics to be divested

Mars Inc. will shed seven BluePearl emergency and referral centers and five VCA hospitals in order to allay antitrust concerns raised by the U.S. Federal Trade Commission to Mars's proposal to acquire VCA Inc.

Mars and VCA are the No. 1 and No. 2 largest owners of veterinary hospitals in the world, respectively, together controlling more than 1,900 practices in the United States and Canada. Mars animal clinics operate under the names Banfield Pet Hospital and BluePearl.

Mars and VCA have a variety of other holdings in the pet and veterinary markets, as well. Mars sells pet food under the brand names Pedigree, Royal Canin, Whiskas, Cesar, Nutro, Sheba and Dreamies. It sells Wisdom Panel, genetic tests for dogs and cats for use by pet owners and breeders.

VCA owns Antech Diagnostics, one of the two largest veterinary diagnostic laboratories in North America; and Sound, a major purveyor of veterinary medical equipment such as digital radiography and ultrasound imaging tools. VCA also has part ownership in Vetstreet, an electronic client-communications and veterinary-marketing company; and VetSource, a pharmaceutical home-delivery operation.

Mars announced its intention in January to acquire VCA for $7.7 billion. (The deal is valued at $9.1 billion including $1.4 billion in outstanding debt.) It said it would operate VCA as a unit distinct from Banfield, and maintain VCA headquarters in Los Angeles.

In a review of the proposed acquisition for violations of antitrust law, the FTC identified only the prospect of lessened competition among veterinary hospitals within specific geographic markets. In particular, the agency pointed to the likelihood of higher prices for pet owners and lower quality in specialty and emergency services in those regions. The 12 clinics Mars must divest are specialty referral centers and/or emergency hospitals.

The affected clinics — representing 0.6 percent of the Mars/VCA total — are located in Arizona, Illinois, Kansas, Maryland, Oregon, Texas, Virginia and Washington.

The FTC laid out its concerns about the potential effects on those particular markets in a four-page draft complaint, which it released Wednesday along with the consent order that it proposes to settle the complaint. An FTC news release and analysis of the consent agreement states that the divested clinics will go to three companies. They are:

  • National Veterinary Associates, one clinic each in Kansas City, New York and Phoenix. According to its website, NVA has 423 locations in the United States and Canada,
  • Pathway, one clinic each in Chicago, Corpus Christi and San Antonio; and two clinics in Seattle. Pathway is a veterinary ownership and management company.
  • PetVet Care Centers, two clinics in Portland and two in the Washington, D.C., area. According to its website, PetVet owns more than 100 general, specialty and emergency hospitals in the United States.

In a brief joint news release, Mars and VCA said they have agreements in place with the "three well-respected operators of animal hospitals," and that the divestitures would be completed shortly after the VCA transaction closes, expected in September.

The FTC's proposed settlement with Mars and VCA is open for public comment through Sept. 29.

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