Antitrust Enforcement: More Important than Ever in Veterinary Medicine
Antitrust laws are designed to promote fair competition and prevent monopolies and anticompetitive practices in various industries. In the United States, the Federal Trade Commission (FTC) enforces antitrust laws through the enforcement of the Sherman Antitrust Act and Clayton Antitrust Act. By ensuring that companies provide their services in a competitive and accessible manner, these laws help to ensure that consumers have access to high-quality and affordable services and goods.
In the veterinary industry, there have been several instances where antitrust regulators have challenged mergers and acquisitions that could potentially harm competition.
For example, in 2015, the FTC challenged the proposed merger between two large veterinary hospital chains, VCA Antech and Banfield Pet Hospital, under the ownership of Mars Inc. alleging that the merger would reduce competition and increase prices for consumers. The FTC ultimately reached a settlement with Mars Inc., which required them to divest several animal hospitals to maintain competition in the market.
In 2018 the DOJ challenged the proposed merger between two animal health companies, Elanco and Bayer Animal Health, on the grounds that it would harm competition in the livestock industry. The DOJ argued that the merger would reduce competition for several animal drugs and vaccines, potentially leading to higher prices for farmers and consumers. The companies ultimately agreed to divest several products to maintain competition and gain approval for the merger.
Private equity behemoth JAB Holding Company also ran afoul of the FTC multiple times in their acquisitions of NVA, Ethos, and SAGE Veterinary Partners – each time triggering divestiture requirements and now a “prior approval” requirement for acquisition of specialty/ER hospitals in select markets and “prior notice” nationwide if those acquisitions fall within 25 miles of any existing holdings.
While the FTC is paying much closer attention to veterinary consolidators than in the past and attempting to block the creation of local monopolies in corporate-to-corporate M&A, there is cause for concern that these efforts are far “too little, too late” - particularly in allowing these consolidators to become so large in the first place, with JAB and Mars Inc. now combining for ownership of over 2,500 veterinary clinics in the US.
A bigger concern has emerged: while the FTC’s focus remains on how consolidation can create monopolies that negatively affect consumers, some less-discussed impacts of consolidation such as regulatory capture and the formation of monopsonies are becoming relevant in veterinary medicine. We’ve seen the early stages of regulatory capture unfolding in real time, as active members of leadership within large consolidators have been prominent among the candidates for senior roles within the AVMA and state VMAs in recent years. Given the AVMA’s role as the accreditation body for veterinarians and veterinary technicians, capture of that entity by large veterinary consolidators creates the risk of a monopsony of veterinary healthcare talent – allowing “big corporate” to control the supply of talent. We can already see this in action with many large consolidators leveraging their recruiting resources to secure veterinary and technician students into job agreements while they are still in school, prior to having fully explored their options within the broader job market. As a result, these students (mostly out of student debt-related financial pressure and “too good to be true” signing bonuses) are agreeing multi-year agreements to their detriment, including agreeing to below-market terms such as non-compete agreements and signing bonus claw-backs that can cause employees to feel trapped at bad jobs.
Antitrust regulation remains one of the few effective checks on the rapid pace of consolidation within veterinary medicine.
Adequate enforcement of our nation’s antitrust laws is critical in ensuring that pet owners are protected against the formation of monopolies as consumers. However, we’ve seen that this enforcement has been inconsistent, mostly toothless, and has failed to acknowledge the industry-side risk of monopsony by strictly focusing on breaking local monopolies rather than the impact of industry-level consolidation. The announcement of Mars’ planned acquisition of Heska will put antitrust regulators to the test, given Mars’ current holding of Antech Diagnostics. This represents a significant consolidation of ownership in veterinary diagnostics given Mars-Antech's ~48% reference laboratory market share and Heska’s ~12% point of care laboratory market share in North America, significantly reducing competitive options for veterinary clinics for diagnostics providers.
In the meantime, the veterinary industry will need to continue the fight for fair competition.
Practice owners can do their part by either choosing to keep their practices independently owned, or to choose to partner with smaller, values-focused groups who are not private equity-backed and who are built around local co-ownership of veterinary practices rather than selling to large, traditional corporations. Members of professional organizations such as the AVMA and state VMAs can use their voice and their votes to keep corporate leaders out of controlling roles in those organizations. As citizens, we can all use our voices to push our elected representatives to take antitrust regulation seriously and fight against anticompetitive practices.
At AVP we will continue to use our voice to educate and advocate for veterinary healthcare professionals everywhere.
If you’re a practice owner interested in finding out more about opportunities to partner your practice with AVP, or a veterinarian interested in becoming a co-owner, please contact me at email@example.com.
If you’re interested in becoming a team member at one of our partner practices, please reach out to our Director of People & Success, Tedd Trabert, at firstname.lastname@example.org.