Change, so to speak, will not be fast for Optum. On Friday, Change Healthcare filed with the Securities and Exchange Commission (SEC) a Form 8-K (PDF link) that confirms that the Department of Justice (DOJ) has asked for additional information pertinent to their proposed acquisition by UnitedHealthcare Group and integration into their Optum unit. On 24 March, both received a request from the DOJ for additional information and documentary materials (called a “Second Request”) as part of DOJ’s review of the merger under the Hart-Scott-Rodino Antitrust Act (HSR). The Second Request extends the waiting period for 30 days after UHG and Change comply with the review, unless either the DOJ shortens it or it is extended by the two companies (para. 3).
The integration of Change Healthcare into Optum already had significant competitive concerns for DOJ to consider. OptumInsight, Optum’s data analytics unit, and Change provide a similar range of services in health IT and revenue cycle management (RCM). However, Change is one of the largest independent companies providing these services to major providers, with access to the data of 1 out of 3 patients. Optum’s parent, UnitedHealthcare, is the largest US payer. These were the factors that made those represented by the American Hospital Association (AHA) very nervous indeed [TTA 25 Mar] regarding pricing of these services–and they expressed their misgivings cogently in a seven-page letter (PDF link) to DOJ on 17 March. In their view, Change integrated into OptumInsight would reduce competition and increase pricing in RCM, claims clearinghouse and payment accuracy services, and clinical decision support services.
Why it’s important. The closing of the $13 bn deal, originally forecast as second half 2021, now has a decent likelihood of being postponed. As CVS and Aetna found between 2017 and 2019, once the objections start in the flashpoint called US Healthcare, they tend to snowball into delays, even if it can be managed to a successful conclusion. (Extreme examples: the doomed to fail Aetna-Humana and Anthem-Cigna mergers) While RCM and data analytics are not as high profile as health plans and retail health, industry groups have a lot of clout in the DC Swamp when the cause is higher cost and DOJ, in this administration, is likely to be more activist. Another reason: if UHG or Change have to divest themselves of too much (UHG set a boundary of $650 million), they may Call The Whole Thing Off. Also Healthcare Dive and FierceHealthcare.