EUROPEAN COMMISSION  
DG Competition  
 
 
 
 Case M.10809 - CD&R / TPG / COVETRUS  
 
 
 
 
Only the English text is available and authentic.  
 
 
 
REGULATION (E C) No 139/2004  
MERGER PROCEDURE  
 
 
 
Article 6(1)(b) NON -OPPOSITION  
Date: 20/07/2022  
 
 
 
 
 
 
 
 
In electronic form on the EUR -Lex website under 
document number 32022M10809  

 
 
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP ME RGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION  
Brussels,  20.7.2022  
C(2022 ) 5354 final  
PUBLIC VERSION  
Clayton, Dubilier & Rice Fund XI, 
L.P. 
375 Park Avenue , 18th Floor  
NY 10152 , New York  
USA  
 
TPG Partners VIII, L.P.  
TPG Healthcare Partners, L.P . 
301 Commerce Street, Suite 3300  
Fort Worth, Texas 76102  
USA  
Subject : Case M.10809  – CD&R / TPG / COVETRUS  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
(EC) No 139/20041 and Article 57 of the Agreement on the European 
Economic Area2  
Dear Sir or Madam,  
1. On 28 June 2022 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which Clayton, 
Dubilier & Rice Fund XI, L.P. and three other limited partnerships under common 
control (“CD&R”, United States) , and TPG Partners VIII, L.P. (“TPG Partners VIII”), 
and TPG Healthcare Partners, L.P. (“TPG Healthcare”) (“TPG”, United States)  will 
acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control 
of the whole of Covetrus, Inc.  (“Cove trus”, United States) b y way of purchase of 
shares .3 
                                                 
1 OJ L 24, 29.1.2004, p. 1 ( the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology 
of the TFEU will be used throughout this  decision.  
2  OJ L 1, 3.1.1994, p.  3 (the ‘EEA Agreement ’). 
3  Publication in the Official Journal of the European Union No C 262, 7.7.2022 , p. 13. 

 
2 2. The business activities of the undertakings concerned  are the following : 
 CD&R is a private equity investment firm which has investments in various 
sectors of the economy,  
 TPG is a private equity fund that invests in a variety of companies through 
acquisitions and corpo rate restructuring,  
 Covetrus  is a publicly listed company active globally as a provider of animal -
health technology and services to companies supporting the companion, equine 
and large -animal veterinary markets, specifically veterinarians and animal -health 
practitioners . 
3. After examination of the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation  and of 
paragraph 5(b) of the Commission Notice on a simplified procedure for treatment of 
certain concentrations under Council Regulation (EC) No 139/2004 .4 
4. For the reasons set out in the Notice on a simplified procedure, the European 
Commission has decided not to oppose the notified operation and to declare it 
compatible with the internal market and with the EEA Agreement. This decision is 
adopted in application of Article 6(1)(b) of the Merger  Regulation  and Article 57 of 
the EEA Agre ement . 
For the Commission  
 
 
(Signed)  
Olivier GUERSENT  
Director -General  
                                                 
4  OJ C 366, 14.12.2013, p. 5 .