The shoe dropped: DOJ sues to block UnitedHealth Group-Change Healthcare merger. What’s next?

February 25, 2022 | by

To nearly no one’s surprise, the US Department of Justice did what was reported back on 17 Jan: block UnitedHealth Group’s (UHG) bid to acquire Change Healthcare on anticompetitive grounds. Earlier today, the DOJ issued their statement in a release on the joint civil lawsuit with the attorneys general of New York and Minnesota. (This Editor finds the New York AG participation interesting, as Change is HQ’d in Nashville, Tennessee with UnitedHealth in Minnesota. The usual grounds are state interest and commerce.)

The reasons cited will also not come as any surprise to our Readers, as these objections were raised from the start in that the acquisition would give UHG an unfair advantage against their payer competition and squelch innovation. These are from the DOJ release and the complaint filed today (24 February) in the US District Court for the District of Columbia.

  • UHG is the US’ largest insurer and also a major controller of health data. Change is a major competitor to UHG/OptumInsight in health care claims technology systems, which was the basis of the American Hospital Association’s (AHA) objections.
  • The acquisition would eliminate a major competitor to UHG in claims processing. Moreover, Change is “United’s only major rival for first-pass claims editing technology — a critical product used to efficiently process health insurance claims and save health insurers billions of dollars each year — and give United a monopoly share in the market.” It would also give UHG the ability to raise competitors’ costs for that technology.
  • Hospital data accounts for about half of all insurance claims. UHG with Change would have effective control of that ‘highway’.
  • Change is also a major EDI clearinghouse, which facilitates the transfer of electronic transactions between payers and physicians, health care professionals, or facilities. UHG would have control of the EDI clearinghouse market.
  • UHG would be able to view competitors’ claims data and other competitively sensitive information through Change. “United would be able to use its rivals’ information to gain an unfair advantage and harm competition in health insurance markets.”

The plaintiffs–DOJ, New York, and Minnesota–conclude with a request of the court to 1) enjoin (stop) the acquisition and 2) award restitution by UHG and Change for costs incurred in bringing this action.

Consider this acquisition one for the books–the one embossed ‘Nice Try, But No Dice’. 

So what’s next? Here’s your Editor’s speculation.

Change is one of the ‘shaggiest’ independent companies in healthcare, in so many businesses (many acquired) that it’s hard to understand exactly what they stand for. It has extensive businesses not only in the areas above that will nix the UHG buy, but also in imaging, data analytics, clinical decision making, revenue cycle management, provider network optimization and related solutions, pharmacy benefits, patient experience in billing and call centers, funding healthcare….and that’s just the surface of a giant list. From the outside, it’s hard to see how all these parts coalesce.

In the industry, Change was long rumored to be for sale. Recently, it’s become unprofitable. It closed its FY 2021 (ending 31 Mar 2021) with a $13.1 million loss and through Q3 FY 2022 with a $24.5 million loss.

At the end of this, Change may be better advised to sell off some of its businesses, retrench, and refocus on its most cohesive and profitable areas. 

DOJ to block UnitedHealth-Change Healthcare buy: report

February 17, 2022 | by

Change is controversial, at least for UnitedHealth. Healthcare Dive reported today that the Department of Justice (DOJ) is preparing a lawsuit to block UnitedHealth from purchasing Change Healthcare. Their source is a report published on a subscription financial website, Dealreporter, that their sources say that both companies will be meeting with the DOJ for what is charmingly called a ‘last rites’ meeting. Apparently, all the companies’ plans for divestitures [TTA 26 Jan] are not enough to satisfy DOJ on the antitrust issues raised not only by the DOJ, but also strongly by the American Hospital Association and the National Community Pharmacists Association.

Announced in January, the merger approval had been tabled in August and October/November, with the closing delayed accordingly, so the DOJ action resulting from their mandatory review under the Hart-Scott-Rodino Antitrust Act (HSR) was anticipated. Even in August, the delay did not bode well for this $8 billion in cash/$5 billion in debt deal.

What’s at issue here is the consolidation of data and businesses both UH and Change are in–health IT and revenue cycle management–and reduced competition that drives up costs for health systems and providers. As this Editor observed in March, OptumInsight, Optum’s data analytics unit, and Change provide a similar range of services in health IT and revenue cycle management (RCM). As one of the largest independents in these areas, Change contracted with providers and had access to the data of 1 out of 3 patients. Optum’s parent, UnitedHealthcare, is also 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.

In DC, the view of what is anti-competitive is cyclical. The 2020 acquisition of WellCare by Centene was approved with nary a whinny. CVS-Aetna took forever because of a showboating judge, but was finally approved in 2019. Yet only two years before, the Aetna-Humana and Anthem-Cigna mergers were doomed to fail. In this administration, large mergers do not fare well; both Aon-Willis Towers Watson and Lockheed-Aerojet Rocketdyne were canceled.

Expect to hear more by end of month. 

News roundup: UnitedHealth Group pushes off Change closing again, Amazon’s new healthcare head, Centene’s shakeup of CEO, board, holdings

December 18, 2021 | by

Change won’t come easy, as this Editor predicted. Now the closing of the Change Healthcare acquisition by UnitedHealth Group has been pushed off to April 2022. Announced in January, it was delayed in August and October/November with the Department of Justice review of the merger under the Hart-Scott-Rodino Antitrust Act (HSR). This SEC filing by UnitedHealth is the first time a definite date target has been set. Change’s diversified health IT/data analytics/imaging/payments systems would be combined with OptumInsight. HealthcareFinanceNews

Amazon finally named a head of healthcare to oversee Amazon Care, Amazon Pharmacy, Halo and Alexa’s healthcare uses. Neil Lindsay, former head of Amazon Prime, was named senior vice president of health and brand within Amazon’s global consumer business, reporting to CEO Andy Jassy. Mr. Lindsay sits on the so-called ‘S-team’, Amazon’s most influential executive group. Take this as an indicator of the importance of healthcare to their business. The terseness of the information has been typical of Amazon. Becker’s Hospital Review, CNBC

Centene, one of the top 10 health plan companies in the US, had a major shakeup this week. Long-time CEO Michael Neidorff will retire and exit sometime in 2022. The board, now set at 14 members, retired three directors via a new age limit of 75. Five new directors will come on board, including Ken Burdick, former CEO of WellCare Health Plans, acquired by Centene in 2020, and Wayne DeVeydt, former Anthem CFO.

The shake-n-bake has been shaking since November, when activist investor Politan Capital Management started to press for changes. Other changes include a projected sale of non-core assets, including private hospitals Circle Health in the UK and Ribera in Spain, with combined revenue of $2 billion. The rather ‘shaggy’ list of Medicaid managed care, Medicare Advantage, and exchange plans–none of which carry the Centene brand–and a potpourri of other units and management services are being examined bottom up by a three-person “value creation office”, as are Centene’s extensive real estate holdings and leases, to extract savings wherever possible. One area mentioned was hybrid and at-home work, a major change to the Centene “cubie” culture.

Neidorff joined a tiny Centene as CEO in 1996 and is now 78. There is no update on the delayed Magellan behavioral health management acquisition. Healthcare Dive 14 Dec, 13 Dec. Centene releases on Neidorff’s retirement as “leadership succession plan” and governance/board changes.

Short takes: Walgreens now majority share of VillageMD, CareCentrix; Lark Health lifts $100M, UnitedHealth Group’s profitable Q3 and Change delay

October 14, 2021 | by

Walgreens has ‘gone big’ with its VillageMD primary care practice investment, putting on the table $5.2 billion. It’s now t the majority owner with 63% of the company, up from 30% last year. Their projected number of co-located full-service Village Medical practices is projected to grow to 600 by 2025, up from a current 52. VillageMD is still planning an IPO in 2022, making for a potential great ROI for Walgreens. Walgreens Boots Alliance also invested $330 million in CareCentrix, a post-acute and home care provider, for 55% of the company. CareCentrix was a recent investor in Vesta Healthcare [TTA 9 April]. Wrapping it all up is their new Walgreens Health, for tech-enabled consumer-directed primary care, post-acute care, and home care.

Weight loss and chronic conditions app Lark Health flew into a $100 million Series D, led by Deerfield Management Company, with PFM Health Sciences and returning investors Franklin Templeton, King River Capital, Castlepeak, IPD, Olive Tree Capital, and Marvell Technology co-founder Weili Dai. Their total funding since 2011 is over $195 million (Crunchbase). Lark claims an AI-based platform for individual coaching in weight loss along with related conditions such as diabetes, pre-diabetes, diabetes prevention, cardiovascular, and behavioral health. The platform logs and provides immediate feedback on food and tracks data from sources like Apple Health. The new funds will be used for R&D and to expand its virtual care integrations to more payers. Current payer partnerships include Anthem, Highmark BCBS, and Medical Mutual. Release, MedCityNews, FierceHealthcare

UnitedHealth Group, parent of UnitedHealthcare and Optum, reported $4.1 billion in profit for Q3, notching $72.3 billion in revenue for the quarter, a tidy gain over year prior’s $65.1 billion. The mega-acquisition of Change Healthcare to fold into OptumInsight is further delayed, being worked towards a closing of early 2022, having hit more than a few strong regulatory headwinds and the rocks of DOJ [TTA 14 Aug].  Becker’s Payer Issues, FierceHealthcare 

News roundup: update on UnitedHealth/Change Healthcare DOJ check, Tunstall adds new CTO, Amwell’s gloomy second half, Teladoc’s Aetna deal, Fitbit and LifeScan diabetes

August 14, 2021 | by

Just the news, no deals. UnitedHealth Group’s $13 billion acquisition of diversified health IT/imaging/payments company Change Healthcare has hit another snag. Back in March, the US Department of Justice requested specific information as part of DOJ’s review of the merger under the Hart-Scott-Rodino Antitrust Act (HSR). Both UHG and Change have agreed with DOJ to not certify compliance with the request before 15 September, then wait an additional 120 days, based on a 7 August Securities & Exchange Commission (SEC) filing. This could be shorter if DOJ formally advises them that their investigation is closed. Announced in January as a giant addition to UHG’s Optum unit, this now looks like the sale will close sometime in December–if it is not derailed. Becker’s Health IT with a brief recap. This was not a good week for UHG as they had to pay $15.6 million to settle a US Department of Labor finding that they did not pay out-of-network mental health claims at parity, wrongfully denied others, and flagged still others for utilization reviews. FierceHealthcare

Tunstall Healthcare announces a new Group Chief Technology Officer. Gary Steen joins Tunstall from broadband provider TalkTalk where he was Group Managing Director for Technology. He will lead Tunstall’s innovation and development function globally including all solutions and products from Tunstall’s technology delivery centres in the UK, Sweden and Germany. Previously, he was with MDS Global, a software services business active in Europe, Australia, and the US. Tunstall release.  Hat tip to Jenny Marston at Lucky North.

Amwell projects that Covid-19 will depress second half telehealth results by 200,000 visits and $8 million. CEO Ido Schoenberg MD made this surprising projection on the second quarter investor call, but the projection may be sound. His rationale is that there will be not much of a cold and flu season, as the latest virus variants will have people masking up and social distancing (and presumably avoiding indoor crowds. As we’ve noted previously, the Brothers Schoenberg tend to be contrarians on various headline trends (e.g. looking askance at Amazon Care biting into the enterprise telehealth business and hospital-grade in home care). One would assume that if more stay away from in-person care, telehealth would increase beyond the current claims rate of 5% especially in mental health which is half of telehealth claims. But this could be some clever sandbagging for investors, as he went on to say in the call that if the impact of Covid isn’t as bad as we think, there’s always the flu! FierceHealthcare

Amwell’s frequent sparring partner in various courts, Teladoc, announced that they would be powering Aetna Virtual Primary Care for their Aetna members in national self-funded employers. This is a trifecta of Teladoc’s physician-led care team model, Aetna’s provider network, and CVS Health services at MinuteClinics and where available, CVS HealthHUBs. The virtual visits will have no co-pay for as well as select in-person CVS Health services. CVS Health release, FierceHealthcare

Fitbit is, believe it or not, still around. They announced a partnership with LifeScan diabetes monitoring to integrate its health tracking apps with the company’s glucose monitoring devices for diabetes management. The Fitbit tools that track activity such as daily activity, nutrition, and sleep will provide tracking of impact on blood glucose levels. FierceHealthcare

US Department of Justice decides additional scrutiny needed of $13bn Optum acquisition of Change Healthcare

March 30, 2021 | by

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. 

News and deals roundup: AHA opposes Optum buy of Change Healthcare; big raises by Komodo Health, Evidation Health, Ro’s $500M; Appriss acquires PatientPing

March 25, 2021 | by

Sometimes $13bn Mega Deals run into powerful opposition. The nearly 5,000 member American Hospital Association (AHA) is opposing UnitedHealth Group’s Optum‘s acquisition of software/analytics/revenue cycle management (RCM) company Change Healthcare. The AHA is urging that the Antitrust Division of the Department of Justice (DOJ) review it on anti-competitive grounds. Their position is that the OptumInsight integration of Change, planned for Q2, will drastically reduce competition for health care information technology (IT) services to hospitals and other health care providers, driving up costs to hospitals and patients. Optum is already one of the largest in this sector. It would also shift data from a third-party company to a subsidiary of the US’ largest payer. Change is the largest independent provider of health IT services for payments and RCM. Though substantial divestitures are part of the deal, the AHA opposition may kick off the same from other healthcare groups and successfully force DOJ to take action. FierceHealthcare, AHA letter to DOJ (PDF link).

Dizzy Digital Health Deals Continue This Week. Data analytics companies haven’t been as hot as other areas of digital health closer to telehealth and behavioral health, but Komodo Health just completed a big Series E of $220 million. This follows their snack-sized January Series D of $44 million (Crunchbase). Komodo feeds their 325 million patient encounter database drawn from EHR, pharma, lab, and government data into their proprietary software for analytics to drive better health outcomes across therapeutic areas. Their primary markets are life sciences and pharma for R&D, clinical trials, and medical affairs. The Series E was led by Tiger Global Management, which earlier this month invested in Tyto Care and Dispatch Health [TTA 4 March], with Casdin Capital plus existing investors ICONIQ Growth, Andreessen Horowitz, and SVB Capital. Release 

Evidation Health, another data aggregation and analytics company, raised $153 million in a Series E led by OMERS Growth Equity and Kaiser Permanente Group Trust for a total funding since 2012 of $259 million. This will be used for building out their virtual health analytics and research platform, Achievement. Release

In direct-to-consumer healthcare, integration gets tighter. For those who can stand their tacky commercials for Roman, you’ll be seeing many more of them because parent DTC/telehealth company Ro just raised $500 million in a Series D round, led by General Catalyst, FirstMark Capital, and TQ Ventures. The intent of co-founder Zachariah Reitano is to combine a nationwide telemedicine, pharmacy distribution, and in-home care network. Their total funding since 2017 is $876 million. According to the TechCrunch article, Ro is building out a patient-centric ‘vertical optimization’ model with 10 pharmacies scheduled for 2021 and the ability to provide 500 common drugs at $5 per month. Earlier this year, Ro acquired Workpath, a software platform that enables healthcare companies to offer on-demand, in-home care, and diagnostic services. Look for Ro to make another acquisition or two this year to bolster their telehealth capabilities. Release

PatientPing, a care coordination software that connects providers to create continuity of patient care to notify them of patient events, is in an agreement to be acquired by Appriss Health, a 25-year-old SaaS software company primarily known for behavioral health care coordination and data analytics solutions to identify and mitigate substance use disorders. The combined company will cover 1 million professionals, 2,500 hospitals, 7,500 post-acute facilities, 25,000 pharmacies including every national pharmacy chain, and 43 state governments. Terms of the transaction were not disclosed, nor valuation or management transition, but closing is expected in Q2. Release

New Year’s Deal and Event Roundup: Optum-Change Healthcare, Walgreens-Amerisource Bergen, December’s deal potpourri, CES and JPM

January 7, 2021 | by

Mutated COVID virii may be spreading, the UK locked down tight, but the deals with big numbers just keep on coming….

Change Healthcare not sold for pocket change. $13bn from the coffers of UnitedHealth Group’s Optum took it, though word was that it wasn’t for sale. Change will be part of OptumInsight to reinforce data analytics, technology-enabled services, and revenue cycle management. The deal pays common stock shareholders $25.75 per share in cash plus assumption of Change’s debt. Closing is slated for second half 2021. Neil de Crescenzo, Change’s CEO, will be CEO of OptumInsight which will integrate Change into its structure.

Change houses a dizzying group of diverse businesses including radiology, imaging, revenue cycle and payment management, consumer experience, clinical decision support, workflow integration, communication and payment solutions, network optimization, value-based care enablement….and that is about half of the list. The release emphasized RCM, provider payment, claims transaction analysis, and clinical decision support. It will be interesting what Optum chooses to retain and discard.  Press release, Fierce Healthcare, Forbes. Credit Suisse has also published a lengthy financial analysis (PDF) of the deal which opines that it’s likely to not run afoul of Federal anti-trust interest or significant conflicts of interest (Optum currently serves many payers other than UHC). There may be Federal concern about a concentration of data and transaction information as Change alone serves 19 of 20 major US payers and is a leader in network services and payments.

Walgreens Boots Alliance sells the majority of their Alliance Healthcare pharmaceutical wholesale businesses to AmerisourceBergen, a leading US drug wholesale company, for about $6.5 billion in cash and stock ($6.275 billion in cash and 2 million shares of AmerisourceBergen common stock). Interestingly, Walgreens is the single largest shareholder of Amerisource Bergen at 30 percent of common shares. Both Walgreens and Amerisource Bergen will continue their US distribution agreement until 2029 and Alliance UK with Boots until 2031. One way of interpreting this is fattening their ‘war chest’ for expansion, including their major bet with Village Medical. Perhaps a payer or a health tech company? Press release

December’s potpourri of Big Deals was rounded up by FierceHealthcare:

  • Alphabet’s Verily closed out 2020 with a massive $700 million funding round primarily from Alphabet to fund its commercial work
  • 23andMe got a lifeline of $82.5 million in Series F funding from an offering of $85 million in total equity shares. TTA analyzed why the bloom had faded from the genetic testing rose, so hot only a few years ago, last August and February. Bloomberg
  • New Agey Calm is meditating on $75 million in Series C funding and visualizing a valuation of $2 bn.
  • Pear Therapeutics, developer of prescription apps to treat addiction and insomnia, counted $80 million in Series D sheep. 
  • Provider CityBlock Health raised $160 million to support care for marginalized populations with complex needs and now has an estimated value of $2 bn.
  • On the payer side, Oscar Health raised $140 million in a venture round as we reported before Christmas.
  • And we reported on Everlywell’s digital home testing/telehealth consult Series D of $179 million in early December.

And the Big January Events Roll On, Virtually.  CES 2021 and the JP Morgan Healthcare conference for their clients will be held next week as usual, along with the usual constellation of independent conferences. These are usually a major venue for deals and deal announcements, and even in the virtual space, will likely be no different. One wonders if Haven’s closure [TTA 5 Jan] will be even whispered.

News Roundup of acquisitions, funding: Health Catalyst-Vitalware, Change Healthcare-Nucleus.io, Medtronic-Companion Medical, Cecelia Health; Proteus Health sale contested, but sold (updated 20 Aug)

August 19, 2020 | by

Spin that lasso, round up the dogies, because we’re going to the rodeo! Data and analytics company Health Catalyst is acquiring Vitalware, which provides ‘chargemaster’ revenue workflow optimization and analytics SaaS technology to healthcare organizations. The deal is expected to come in at about $120 million with a $30 million earnout, funded by stock and cash, and close later this year.  Health Catalyst is on a buying tear, having acquired Healthfinch, a prescription refill management and visit planning platform to close care gaps, for $40 million in cash and shares in July. Health Catalyst went public in July 2019 and is trading at a market cap of nearly $1.3 bn (Unicorn Status isn’t what it used to be!). They’ve also inked a partnership deal with Northwell Health, the largest provider in New York State, to expand Northwell’s enterprise data and analytics capabilities with EHR integration. Health Catalyst releases on Vitalware, Healthfinch, and Northwell Health. Also FierceHealthcare.

Updated. Another major 2019 IPO, Change Healthcare, is acquiring Nucleus.io, a  cloud-based imaging and workflow platform, from San Diego-based developer NucleusHealth. This is a significant move, fitting into their Enterprise Imaging area and accelerating their implementation of a complete cloud-based, end-to-end solution within their Enterprise Imaging Network. Nucleus.io serves over 7,500 organizations and will add to Change Healthcare’s imaging customer base. Change is acquiring the Nucleus.io technology and team. NucleusHealth will continue to operate under its own name; they also operate a teleradiology platform, StatRad. Terms were not disclosed. Release. HealthcareITNews (Updated to clarify that the Change Healthcare acquisition is the Nucleus.io technology and not NucleusHealth the company)

Medtronic, which insiders dub the 9,000 lb. elephant of medical devices and remote patient management, has been quiet of late, but that doesn’t mean the elephant isn’t moving and sitting where it wants to sit. Continuing to build in diabetes care, they have just acquired Companion Medical, developer and marketer of the InPen, a insulin pen with a companion app, which was FDA cleared in 2016 and remains the only ‘smart insulin pen’ system. Eli Lilly and K2 Health Ventures were Companion’s major funders. Closing is expected within two months. Terms were not disclosed. Medtronic is clearly constructing a closed-loop diabetes management system through acquisitions such as Companion as well as diet-management startups Klue and Nutrino.  Release, Mobihealthnews. 

And in diabetes management, Cecelia Health (the renamed Fit4D), scored a healthy $13 million in Series B funding. Rittenhouse Ventures and Endo Investors co-led the round, with participants Boston Millennia Partners, SustainVC, G100 Capital and others, for a total of $22.4 million in funding (Crunchbase). Fit4D developed clinical virtual coaching with certified diabetes educators, and partners with health plans, self-insured employers, medical device and pharma companies. The funding will go to developing a first-in-kind ‘Virtual Clinic’ for diabetes, which will offer continuous glucose monitoring (CGM) training, education on medication adherence and lifestyle and behavior change, mental health screening and counseling. These will be then supported by algorithms recommending necessary dosage and titration changes that will be reviewed and approved by Cecelia Health’s Certified Diabetes Care and Education Specialists (CDCES) and endocrinologists.  Release, Mobihealthnews  A few days before the funding, Cecelia announced their participation with the Jaeb Center for Health Research Foundation in Tampa in their research to develop a virtual specialty clinic model, funded by a $5 million grant from the Helmsley Foundation. Release

Updated for Proteus sale. The troubled ‘smart pill’ pioneering company and one-time unicorn Proteus Digital Health, which filed for Chapter 11 (reorganization) bankruptcy on 16 June [TTA 17 June], planned to exit it with a $15 million ‘stalking horse’ deal with Otsuka Pharmaceuticals in advance of a bankruptcy auction. ‘Stalking horse’ deals set a floor at an auction and essentially set a minimum price. Investors, including Novartis and two Hong Kong funds, contested that fire sale earlier this week, claiming the sale to Otsuka was undervalued and if the IP and other assets were divided, a higher price would be obtained. One could understand their feelings, as Proteus raised nearly $500 million from them which essentially has vanished.

On Wednesday 19 August, the US Bankruptcy Court for the District of Delaware approved the sale to Otsuka, which was filed on Thursday. A key part of the hearings was Proteus’ investment banker, Raymond James & Associates, fruitlessly reaching out to over 240 potential buyers. What scared them off was Proteus’ burn rate–between $2 million and $2.5 million a month–with no clear prospect of positive cash flow or profitability (the latter quite elusive even in public companies). The purchase by Otsuka, which was deemed fair in the ruling with the opportunity for others to provide higher offers, covers information technology assets, intellectual property, and equipment, including equipment used to design and manufacture wearable sensors. Related court documents.

Otsuka was Proteus’ last major partnership for Abilify MyCite that ended suddenly in January. From the case documents schedule, this will be wrapped by end of September. FierceHealthcare 12 Aug, 27 July    STAT+ (paywalled) 20 Aug, HealthcareITNews

Health tech bubble watch: Alphabet-backed One Medical reportedly prepping for 2020 IPO

October 9, 2019 | by

Another health tech company tests the IPO waters. One Medical, a primary care medical clinic group that digitizes the office experience by offering mobile apps with online scheduling, virtual consults, and same-day appointments–for an annual fee of $200 plus your insurance–is prepping for an IPO filing early next year. The sure sign is that it’s hired banks including J.P. Morgan and Morgan Stanley.

One Medical, backed by Alphabet, has 72 primary care practices in nine major US cities. It currently has a valuation of $1.5 to $2 bn based on private share sales and investment firm estimates. In 2008 it raised $220 million in a 2018 round led by The Carlyle Group for a total raise since 2007 of $408 million, backed by Alphabet’s GV venture arm and VC firm Benchmark. From an initial emphasis on individual enrollment and a ‘lite’ version of concierge medicine, it recently has concentrated on self-insured employers, corporate health plans, and service areas such as mental health and pediatrics. A big question for investors will be its valuation–tech or healthcare?

One Medical would join IPO brethren such as Health Catalyst, Livongo, Phreesia, and Change Healthcare, all of which had fairly strong openings and initial growth but have rollercoastered since then. Still, smaller IPOs such as Progyny, a company that manages fertility benefits for employees at large firms, have filed to IPO by the end of the year. Fierce Healthcare, CNBC, Business Insider

Health tech bubble watch: Rock Health’s mid-2019 funding assessment amid Big IPOs (updated: Health Catalyst, Livongo, more)

July 25, 2019 | by

Updated for IPOs and analysis. The big time IPOs add extra bubbles to the digital health bath. Rock Health’s mid-year digital health market update continues its frothy way with a topline of $4.2 bn across 180 deals invested in digital health during the first half of 2019. 2019 is tracking to last year’s spending rate across fewer deals and is projected to end the year at $8.4 bn and 360 deals versus 2018’s $8.2 bn and 376 deals.

This year has been notable for Big IPOs, which have been absent from the digital health scene for three years. Exits come in three flavors: mergers and acquisitions (43 in their count so far), IPOs, and shutdowns (like Call9). IPOs are a reasonable outcome of last year’s trend of mega deals over $100 million and a more direct way for VCs to return their money to investors. So far in 2019, 30 percent of venture dollars went to these mega deals. (Rock Health tracks only US digital health deals over $2 million, so not a global picture.)

Reviewing the IPOs and pending IPOs to date:

  • Practice intake and patient management system Phreesia closed its NYSE IPO of 10.7 million shares at $18 per share on 22 July. The company earned approximately $140.6 million and the total gross proceeds to the selling stockholders were approximately $51.6 million for a value over $600 million. The market cap as of 26 July exceeded $949 million with shares rising past $26. Not bad for a company that raised a frugal $92.6 million over seven rounds since 2005.  Yahoo Finance, Crunchbase
  • Chronic condition management company Livongo’s picture is frothier. Their 22 July SEC filing has their IPO at 10.7 million shares at $24 to $26 per share offered on NASDAQ. This would total a $267.5 million raise and a $2.2 bn valuation. This is a stunning amount for a company with reportedly $55 million at the end of its most recent reporting period, increasing losses, and rising cash burn. Livongo raised $235 million since 2014 from private investors. Crunchbase 
  • Analytics company Health Catalyst’s IPO, which will probably take place this week on NASDAQ with Livongo’s, expects to float 7 million shares. Shares will be in a range of $24 to $25 with a raise in excess of $171 million. Their quarterly revenue is above $35 million with an operating loss of $9.8 million. Since 2008, they’ve raised $377 million. IPO analysts call both Livongo’s and Health Catalyst’s IPOs ‘essentially oversubscribed’. Investors Business Daily, Crunchbase
    • UPDATE: Both Livongo and Health Catalyst IPOs debuted on Thursday 25 July, with Livongo raising $356 million on an upsized 12.7 million shares at $28/share, while Health Catalyst’s 7 million shares brought in $182 million at $26/share.  Friday’s shares closed way up from the IPOs Livongo at $38.12 and $38.30 for Health Catalyst. Bubbly indeed! Investors Business Daily, Yahoo Finance
  • Change Healthcare is also planning a NASDAQ IPO at a recently repriced $13 per share, raising $557.7 million from 42.8 million shares. With the IPO, Change is also offering an equity raise and senior amortizing note to pay off its over $5 bn in debt. The excruciating details are here. Investors here are taking a much bigger chance than with the above IPOs, but the market action above will be a definite boost for Change.
  • Connected fitness device company Peloton, after raising $900 million, is scheduled to IPO soon after a confidential SEC filing. (UPDATED–Ed. Note: Included as in the Rock Health report; however this Editor believes that their continued inclusion of Peleton in digital health is specious and should be disregarded by those looking at actual funding trends in health tech.) Forbes

Rock Health itself raised the ‘bubble’ question in considering 2018 results. Their six points of a bubble are:

  1. Hype supersedes business fundamentals
  2. High cash burn rates
  3. High valuations decoupled from fundamentals
  4. Surge of cash from new investors
  5. Fraud or misuse of funds
  6. Unclear exit pathways

This Editor’s further analysis of these six points [TTA 21 Jan] wasn’t quite as reassuring as Rock Health’s. As in 2018, #2, #3, and #6 are rated ‘moderately bubbly’ with even Rock Health admitting that #2 had some added froth. #3–high valuations decoupled from fundamentals–is, in this Editor’s experience, the most daunting, as as it represents the widest divergence from reality and is the least fixable. The three new ‘digital health unicorns’ they cite are companies you’ve likely never heard of and in ‘interesting’ but not exactly mainstream niches in health tech except, perhaps, for the last: Zipline (medicine via drone to clinics in Rwanda and Ghana), Gympass (corporate employee gym passes), and Hims (prescription service and delivery).

Editor’s opinion: When there are too many companies with high valuations paired with a high ‘huh?’ quotient (#3)–that one is slightly incredulous at the valuation granted ‘for that??’–it’s time to take a step back from the screen and do something constructive like rebuild an engine or take a swim. Having observed or worked for companies in bubbles since 1980 in three industries– post-deregulation airlines in the 1980s, internet (dot.com) from the mid-1990s to 2001, first stage telecare/telehealth (2006-8), and healthcare today (Theranos/Outcome Health), a moderate bubble never, ever deflates–it expands, then bursts. The textbook #3 was the dot.com boom/bust; it not only fried internet companies but many vendors all over the US and kicked off a recession.

Rock Health also downplayed #5, fraud and misuse of funds. It’s hard to tell why with troubles around uBiome, Nurx, and Cleo in the news, Teladoc isn’t mentioned, but their lack of disclosure for a public company around critical NCQA accreditation only two months ago and their 2018 accounting problems make for an interesting omission [TTA 16 May]. (And absurdly, they excluded Theranos from 2018’s digital health category, yet include drones, gym passes, connected fitness devices…shall we go on?)

Rock Health’s analysis goes deeper on the private investment picture, particularly their interesting concept of ‘net liquidity overhang’, the amount of money where investors have yet to realize any return, as an indicator of the pressure investors have to exit. Pressure, both in healthcare and in early-stage companies, is a double-edged sword. There’s also a nifty annual IPO Watch List which includes the five above and why buying innovation works for both early-stage and mature healthcare companies. 

(Editor’s final note: The above is not to be excessively critical of Rock Health’s needed analysis, made available to us for free, but in line with our traditionally ‘gimlety’ industry view.)

News roundup: CVS-Aetna still on hold, blockchainers Change acquires PokitDoc, Teladoc’s COO resigns under insider cloud, Clapp joins Cricket

December 20, 2018 | by

Federal Judge Richard Leon of the Washington, DC District Court is taking a consideration break on the integration of CVS and Aetna, after holding it up on 3 December. The Department of Justice (DOJ) originally recommended that the merger was legal under anti-trust law after Aetna divested its prescription drug plan to WellCare and both companies’ settlements with several states. Judge Leon, reviewing under the Tunney Act requirement that the merger meet the public interest, is waiting for the DOJ to respond to further steps that CVS has taken to keep the companies separate. According to Seeking Alpha, CVS will take “constructive measures on pricing and sensitive information” and that an outside monitor would be brought in to monitor the companies commitments. Hartford Courant

Health IT software company Change Healthcare acquired assets of San Mateo-based PokitDoc, a healthcare API and blockchain developer. PokitDoc has developed blockchain transaction networks for EHR and identity verification, automatic adjudication and smart contracts. Its APIs are used by Doctor on Demand, Zipnosis, PillPack, and available on Salesforce Health Cloud. Change’s own blockchain platform was developed in 2017. McKesson owns 70 percent of Change. PokitDoc had funding up to $55 million prior to purchase, the value of which was not disclosed. Mobihealthnews, Health Data Management

Teladoc cut loose its COO/CFO after insider trading and sexual misconduct allegations. Mark Hirschhorn resigned on 17 December from the telemedicine company after being instrumental in the company’s recent revenue and visit growth (albeit with a downward spiral on the share value). Mr. Hirschhorn was alleged to have not only have had a sexual relationship with a (much younger) subordinate while married, but also engaged in mutual insider trading…of Teladoc stock. The steamy details of the affair(s) and an equally seamy tale of a whistleblower’s fate are in the Southern Investigative Reporting Foundation’s ‘The Investigator’. For those more concerned about Teladoc’s financial future, a bullish analysis of their stock value and trends is over at Seeking Alpha. Adding to the fire: a class action lawsuit was also filed against Teladoc on behalf of the company’s shareholders, accusing the company of misleading or false statements. Also Mobihealthnews.

And it’s cheering to announce that a respected long-time telehealth executive has found a new perch. Geoff Clapp has joined Cricket Health, a provider of integrated technology around kidney health, as Chief Product Officer. Geoff is an authentic Grizzled Pioneer, having joined early telehealth RPM company HealthHero back in 1998, then their acquirer Bosch Healthcare. He was also founder of Better, which partnered with the Mayo Clinic on providing virtual care coordinators at popular prices for both consumers and health systems. Since then he has consulted for companies as diverse as Telcare (diabetes), Oration (sold to just-acquired PokitDoc), and in venture capital. Congratulations–and happy new year in the new job! Release

Exciting new sessions, more startup funding at #MedMo16 NYC–now 25% off! (updated)

November 18, 2016 | by

New Venue!
City Winery, 155 Varick Street, New York, NY
9am – 3:30pm (cocktail reception after) Monday 28 Nov; 9am – 3pm Tuesday 29 Nov
Information. Registration. TTA Readers use code Telecare25 for a 25% discount.

[grow_thumb image=”https://telecareaware.com/wp-content/uploads/2015/11/MedStartr_red_grey_sm.jpg” thumb_width=”150″ /]MedStartr and Health 2.0 NYC present Momentum, a full two-day conference focused on finding, partnering, piloting, and investing in the best new ideas in healthcare. Here are some updates on this event the Monday and Tuesday after Thanksgiving Weekend:

  • The MedMo16 Mega Challenge is awarding to participating startups in up to three pitch contests showcasing some of the coolest new early stage companies. 20 will be competing for over $750,000 (up from $500,000) in funding. Review the finalists here.
  • 70 speakers, five panels and nine talks from healthcare leaders like Rich Park of City MD (urgent care), Khan Siddiqui of Higi (gamified health kiosks), Regina Holliday of the patient activist Walking Gallery and more, featuring:
    – The Unicorn Panel with leaders from some of the hottest companies like Pager (on-demand doctors) and Change Healthcare (revenue cycle management)
    – Healthcare Innovation in the Trump Era, moderated by Fard Johnmar
    – Ask the VC where we will let the crowd pose questions to leading investors in healthcare

Tickets are regularly priced as below–but our Readers get 25% off the full rates below. Use code Telecare25 when registering:

  • $75 for early stage startup founders, students and patient advocates ($56.25)
  • $155 general – expires 21 Nov–$395 thereafter ($116.25/$296.25)
  • $250 healthcare ecosystem stakeholders, investors and care providers ($187.50)
  • $450 non-healthcare ecosystem stakeholders ($337.50)

Tables and sponsorships available from $750.

MedMo16 is also the kickoff for the MedStartr Venture Fund which adds to the crowdfunding impact of MedStartr–now up to 94 health projects. TTA is a supporter of MedStartr and Health 2.0 NYC and Editor Donna is a MedMo16 event host. Hat tip to Alex Fair of #MedMo16 and MedStartr. Tag #MedMo16 and follow @MedStartr.