M&A action news: Astrana Health buys up Prospect Health for $745M after Centene MSO unit buy, Veradigm nears $1B+ sale, Sword Health lays off 17% of clinicians prepping for IPO using AI instead, Cigna is not buying Humana–really! truly!

A company most have never heard of is snapping up provider networks, health plans, and management services. Astrana Health, a Southern California-based value-based care (VBC) company formerly known as Apollo Medical Holdings, has agreed to acquire most of the assets of Prospect Health for $745 million:

  • Prospect Health System: 3,000 primary care providers and 10,000 specialists across Southern California, Texas, Arizona, and Rhode Island. It currently has 610,000 members across Medicare Advantage, Medicaid, and commercial lines of business.
  • Prospect Health Plan, licensed in California 
  • One hospital, Alta Newport Hospital dba Foothill Regional Medical Center in Tustin, California (Santa Ana area), a fully accredited acute care hospital with 177 licensed beds
  • Prospect Medical Systems, a management service organization (MSO) that provides administrative support to Prospect-owned affiliates and managed medical groups/independent physician associations (IPAs).
  • RightRx pharmacy

FTR: “Astrana plans to leverage its proven Care Enablement platform, a set of care management tools and technology, including value-based contracting and credentialing, AI-driven population health analytics, its NCQA-certified Healthcare Effectiveness Data and Information Set gaps in care engine, care management and disease management platform, and other administrative services to further advance improvements in patient outcomes.”

According to William Blair analysts Ryan Daniels and Jack Senft, quoted in FierceHealthcare, “Prospect is expected to generate $1.2 billion in revenue and $81 million in adjusted EBITDA on an annual basis in 2024, implying a transaction value at about 9.2 times adjusted EBITDA.” The $745 million purchase was financed by cash on hand and a $1,095 million 364-day senior secured bridge commitment provided by Truist Bank and JP Morgan. It’s not expected to close until mid-2025 and is subject to the usual Federal and multi-state regulatory reviews and approvals. Sounds like a deal that evades the new premarket notifications as complementary and not competitive. But we’ll see. Release, Healthcare Finance News

One wonders about that cash on hand as Astrana previously bought Collaborative Health Systems, a 17-state MSO with 129,000 original Medicare beneficiaries managed in 10 primary care shared savings accountable care organizations (ACOs in the REACH and MSSP models), a Maryland Care Transformation Organization CMS/state primary care model, and three independent physician associations (IPAs). CHS came with Centene’s acquisition of WellCare Health Plans in 2020 and was originally organized by Universal American in 2012. That closed in October at an undisclosed price paid to Centene, continuing its divestment of what they consider ancillary businesses to maximize cash. It was also positioned as Astrana remaining a key partner in Centene’s Medicare business, now known as Wellcare (Releases 25 July, 7 Oct).

Prior to that acquisition, Astrana was a relatively concentrated California/Western States diversified health services organization with about 10,000 providers and claiming a million patients, with one ACO in the ACO REACH program and another in the MSSP model. In absorbing CHS, they also divested a substantial number of people, mostly senior managers and leadership, who managed a wide number of ACOs in demanding CMS models at scale. (Disclaimer: Editor Donna was marketing director for CHS 2018-2020). One wonders if CHS will be merged into Prospect’s MSO, though in reality they offer vastly different services.

Back in August and prior, MSO Evolent Health put itself up for sale for an estimated $4 billion, with the most interested parties being Elevance and assorted private equity organizations. Nothing has publicly moved since then. But it did confirm that major money is now interested in this decidedly unsexy corner of the healthcare business.

Veradigm’s long-drawn-out sale may be reaching a conclusion. Reports this week state that McKesson, Oracle, and private equity bidder Thoma Bravo are all bidders for the company. CVS considered it but passed. It may be finalized by Thanksgiving for an estimated price in excess of $1 billion, its current market cap.

Veradigm put itself up for sale last May. In August, reported bidders included private equity Thoma Bravo, which took NextGen EHR private in September 2023, Roche, and Vista Equity Partners, owner of the Greenway EHR. Thoma Bravo is the only carryover from this initial list. Apparently, Roche and Vista have dropped out. As reported then, the company is apparently in good shape but unwieldy, with healthcare data services and systems that make it an interesting buy for one or more companies. Though outwardly crippled by years of financial reporting problems due to a still unsorted software problem, which led to its Nasdaq delisting last February, it has been profitable (though unaudited) and is trading OTC above $11. Axios  Hat tip to HIStalk 13 Nov

Virtual MSK provider Sword Health lays off 13 physical therapists, about 17% of its clinicians, as it preps for a mid-2025 IPO. Therapists contacted by Business Insider stated that the layoffs also coincided with a doubling-plus of clinician caseload from an average 2-300 at the start of 2024 to 700 by year-end. In a statement to BI, Sword maintained the cuts were ‘performance based’ and that they had open positions.

Information obtained by BI in interviews with Sword executives clearly states that they mean for AI to be the ‘master expert’ of their virtual therapy model, vetted (of course) by humans. According to the therapists interviewed by BI, “Sword began using AI-generated messages for patient conversations in the spring. The technology allows physical therapists to accept an AI-generated message, edit it, or reject it.” The big push is to scale Sword for more employer contracts in an outcomes-based model, paralleling Transcarent’s USP. Sword in June received a jumbo round of $130 million and now is valued at around $3 billion. Profitability is projected to be at the end of 2024 to preface the mid-2025 IPO. A competitor also considering its own IPO is Hinge Health [TTA 3 Oct]. MSN  Hat tip to HIStalk 13 Nov

And finally, truly, really–Cigna is NOT buying Humana! This was evident on the investor call 31 October by their CEO David Cordani [TTA 31 Oct] but it seems that the rumors persisted until Cigna issued an official statement that yes, it’s using free cash to buy back shares, yes, it will make strategic acquisitions, and no, it’s not buying Humana as it doesn’t fall into the second category. (It also is under Federal and FTC scrutiny about their pharmacy benefit management business under Express Scripts, TTA 1 Oct.) From the Cigna release: “Additionally, in light of recent and persistent speculation, The Cigna Group expects to communicate that the company is not pursuing a combination with Humana Inc. The Cigna Group remains committed to its established M&A criteria and would only consider acquisitions that are strategically aligned, financially attractive, and have a high probability to close.” You wonder who’s been fluffing along this rumor to this extent, and why. The tale of the tape? Cigna shares are up 4.5% in the past five days, while Humana’s are down 4%. FierceHealthcare

Veradigm update report: initial bids collected to take company private

Veradigm (formerly Allscripts), which announced in May that it was seeking ‘strategic alternatives’, reportedly has some initial bids for parts or all of the sprawling data and tech platform company. Bids are coming in at above $9.50/share according to Axios, but only three players have been mentioned by the usual ‘inside sources’.

  • Thoma Bravo, which took NextGen Healthcare EHR private for $1.8 billion last November [TTA 19 Sept 2023]. NextGen has worked with Veradigm in a strategic data exchange partnership dating back to 2019.
  • Roche, current owner of Flatiron Health, which also has a specialized EHR for managing cancer data. However, Roche recently put Flatiron up for sale, which could make serious interest in Veradigm doubtful. 
  • Vista Equity Partners, which owns EHR Greenway Health,

Because some parts are more interesting to bidders than others, two or more could partner to buy Veradigm’s assets in healthcare data systems and services. Veradigm’s market capitalization remains about $1 billion.

Veradigm was delisted from Nasdaq on 29 February because of software problems making their 2022 and 2023 reporting inaccurate and being unable to file required current financial reports. It trades OTC under MDRX closing today at $9.55. Yet they reported profitable results in 2023 with net income from continuing operations between $49 million and $58 million and shortly after acquired two companies this year, ScienceIOfor $140 million in cash [TTA 15 Mar] and Koha Health [TTA 3 Jan]. For 2024, Veradigm forecasts revenue between $620 million and $635 million, with adjusted EBITDA between $104 million and $113 million. One wonders why there aren’t more bids, even joint bids, financing, and other structured offers for what appears to be a fairly healthy going business. Ionanalytics.com

News roundup: AstraZeneca’s Evinova to market clinical trial health tech; BehaVR-Fern merge; UpHealth sells Cloudbreak telehealth translation; MedwebX launches; Tunstall-UEdinburgh research partnership; NextGen loses 84 after going private

AstraZeneca makes a bet on selling health tech for drug development. Evinova, a separate health tech business within AstraZeneca, will market and develop proprietary technology and sell it to other pharma, biotech, and clinical research organizations (CROs) to optimize clinical trials. According to their release, these technologies have already been used in successful clinical trials in over 40 countries. CROs Parexel and Fortrea have already formally agreed to offer the three-part Evinova ‘drug development suite’ to their customers. Other partnerships include Accenture and Amazon Web Services.

On the buy and funding side:

RealizedCare formed from BehaVR and Fern Health. This interesting combination of virtual reality behavioral health (BehaVR) and chronic pain manager Fern Health promises digital therapeutics for value-based chronic pain care management. RealizedCare’s market is health plans, employers and value-based providers, working with them to identify, assess, and engage their members, employees, and patients with chronic pain. Their advanced care management platform is powered by DTx technology to scale pain management. Fern Health is backed by Aachen, Germany pharmaceutical company Grünenthal which will be a strategic investor in RealizedCare.  The combined company will be US-based in Nashville. Financials and workforce transitions are not disclosed, but two CEOs are listed on their website–Brad Lawson, CEO, Fern Health, and Aaron Gani, founder and CEO. Release, Mobihealthnews

UpHealth sells off telehealth translation services holding Cloudbreak Health to private equity firm GTCR, as part of a complex reorganization. Cloudbreak provides video remote interpreting (VRI) through its Martti (My Accessible Real-Time Trusted Interpreter) tool to aid in simultaneous translation in over 250 languages. Purchase price is $180 million and subject to regulatory and shareholder approvals, with closing anticipated by Q1 2024. Cloudbreak is currently headquartered in Columbus, Ohio. UpHealth has been selling off and putting into Chapter 11 various holdings such as UpHealth Holdings [TTA 29 Sep], Behavioral Health Services (BHS), and Thrasys, Inc., but not the publicly traded UpHealth Inc., which closed today on the NYSE at $0.79 having just resumed trading (Yahoo Finance, UpHealth release). Reportedly UpHealth will be refocusing on addiction treatment services provided in South Florida. More on their complex financials in their Q3 reportRelease

Short takes:

Digital medical imaging and storage company Medweb announced MedwebX, a HIPAA-compliant solution designed for sharing imaging, studies, data, and reports across networks. Release

Oracle’s moves into Music City Nashville [TTA 2 Nov] continue with the announcement of the Oracle Health Summit on 13 February 2024. According to the Nashville Business Journal, it’s a brief one emailed out to save the date and confirm their information when further details are available. The invitation reads in part, “At this daylong event, you’ll network with peers, hear from experts on the latest trends, and learn how leading organizations are using data-driven technology to deliver human-centered experiences.” Wonder if Bill Frist will be invited.

Tunstall Healthcare and the University of Edinburgh signed a Memorandum of Understanding (MOU) on telecare research. Edinburgh’s Advanced Care Research Centre will provide the academic ecosystem for the partnership, including medicine, engineering, informatics, data, and social sciences. Research will center on the development and deployment of digital tools and techniques for telecare, including multi-partner collaborations.  AT Today

And just in time for Thanksgiving…post-going private NextGen Healthcare will be releasing 84 employees at its St. Louis, Missouri location, according to their WARN notice filed with the state. The layoffs are “as a result of staffing optimization efforts” in connection with the company’s purchase by private equity firm Thoma Bravo. Layoffs of management, supervisors, account receivables staff, representatives, and analysts who work onsite, hybrid, and remote will be staggered with some released 16 January with others 1 February and 1 March. Some employees will be remaining in St. Louis, though NextGen is headquartered in Atlanta. Becker’s, St. Louis Post-Dispatch, St. Louis Business Journal

Short takes: Intuition Robotics gains $25M funding, Akili Interactive abandons digital Rx therapeutics, NextGen goes private for $1.8B, ATA’s DC advocacy ‘fly in’ + launches new tools on disparities

Catching up on the catchup…

Israel-based Intuition Robotics raised $25 million. The unlettered round closed at end of August with $20 million in venture capital plus $5 million in venture debt. According to the release, the funding was led by Woven Capital, the growth fund of Toyota, with participation from Toyota Ventures, OurCrowd, Western Technology Investment, and additional investors. Intuition Robotics is the developer of ElliQ, an interactive desktop companion robot targeted to older adults and those with assistive needs, last covered in their 2.0 update last December and their involvement with New York’s Office for the Aging [TTA 25 May 22 and WSHU]. The Area Agency on Aging of Broward County, the Olympic Area Agency on Aging, and California’s Agency on Aging in Area 4 have also worked with Intuition Robotics on distributing the companion to older adults in their programs. According to the company, older adults who successfully engage with it average over 30 daily interactions with ElliQ and reduce the devastation of loneliness for 95% of users. 

Akili Interactive exits prescription digital therapeutics (PDT), pivots to consumer, drops 40% of staff. Much like Better Therapeutics and the now sliced-up Pear Therapeutics, the company realized that PDT was not a winning strategy for its interactive video game-based therapy for adults with ADHD. The EndeavorOTC version, released in June, is available via a subscription (SaaS) through the Apple App Store and the Google Play Store for $24.99 for a monthly plan or $129.00 for an annual plan. According to their release, Akili will pursue regulatory approval for over-the-counter labeling of its treatment products. Akili is yet another cracked SPAC facing a reckoning, currently trading on Nasdaq at $0.66 from its debut in August 2022 at $14 with a quick fall to $4.   HIStalk 15 Sept, Rock Health Weekly Newsletter

NextGen acquired by private equity firm Thoma Bravo for $1.8 billion, ending 41 years of public market trading. The offer price is $23.95 per share in cash, an over 46% premium to the Nasdaq share price on 22 August. NextGen Healthcare is an EHR with population health and practice management features designed primarily for specialty medical practices. NextGen went public as Quality Systems an eon ago in 1982Release, FierceHealthcare

And…the American Telemedicine Association (ATA) celebrates the third annual Telehealth Awareness Week (17-23 September) with a telehealth advocacy ‘fly in’ to meet with Congressional offices and Members in Washington DC on 18-19 September, plus their three tools to eliminate disparities in telehealth services developed by ATA’s Advisory Group on Using Telehealth to Eliminate Disparities and Inequities. They are a Digital Infrastructure Disparities Score and Map, an Economic and Social Value-Added Calculator, and a toolkit with all ATA and advisory group-developed resources. Releases 19 July (fly-in) and 18 Sept (disparities tools)