Change and Optum have pushed back the date of their merger to December 2022.

Change, Optum push back date of merger to December 2022

April 08, 2022
by John R. Fischer, Senior Reporter
Change Healthcare and Optum have pushed back the date of their merger to the end of 2022.

In a joint statement, the two said they would not be combining until December 31. The decision comes as they face a lawsuit filed by the U.S. Department of Justice to block the $13 billion deal from going through. A trial date is set for August 1. “The extended agreement reflects our firm belief in the potential of our combination to improve healthcare and in our commitment to contesting the meritless legal challenge to this merger.”

The deal would allow Optum, a subsidiary of UnitedHealth Group, to integrate its advanced data analytics with Change Healthcare’s intelligent healthcare network. It would then be able to draw more insights from billions of claim transactions for faster and more accurate services. Additionally, it plans to combine its automated payment network with Change Healthcare’s payment capacities to simplify claims transactions, create more transparent payment systems in real time and enhance IT workflow across healthcare systems.

Both companies say it will make providers more efficient and lower costs by enhancing workflow and simplifying transactions across healthcare systems.

But competitors are concerned that the agreement would hinder competition in health IT services and add to the massive power already wielded by UHG, which is the owner of UnitedHealthcare, the largest U.S. healthcare insurer. Change would enable it to consolidate and use much of the country’s healthcare data to process and deny patient claims, they say.

Among the most pressing worries is limited competition for claims clearinghouse, payment accuracy, revenue cycle management and clinical decision support services. Critics also say the deal would increase prices for providers and lower quality of care.

"Post-merger, Optum will have strong financial incentives to use competitive payers' data to inform its reimbursement rates and set its competitive clinical strategy, which will reduce competition among payers and harm hospitals and other providers," wrote the American Hospital Association in a letter to the DOJ.

UHG has been planning to acquire Change since December 2020 and initially hoped to complete the deal by the second half of 2021. An SEC filing the following March said UHG may sell assets if required for antitrust approval, but asserted that divestitures of more than $650 million in annual revenue from UHG would be “burdensome” for it. As a result, the two pushed back the completion date to the end of 2021 and then again to April 2022.

The Justice Department was said to be mulling over filing a lawsuit to block the deal back in August due to these concerns. This led Change and Optum to sign a timing agreement with the DOJ in which they said they would not complete the merger for 120 days after they have complied with a request for information for further review of the potential deal.

But sources familiar with the matter said back in February when the suit was filed that the department had not found any divestitures to assuage antitrust concerns about the deal.

In its filing, the department said that it agreed that the deal would harm competition in commercial health insurance markets and in the sale of technology used by insurers to process claims and reduce healthcare costs. It reasoned that United would be able to use its rivals’ information to gain an unfair advantage in the health insurance market and process and deny claims.

It also claimed the merger would eliminate United’s only major rival in first-pass claims editing technology, which is used to process health insurance claims to save insurers billions each year. “If America’s largest health insurer is permitted to acquire a major rival for critical healthcare claims technologies, it will undermine competition for health insurance and stifle innovation in the employer health insurance markets,” said Attorney General Merrick B. Garland.

Change and Optum say the Justice Department’s attempt to block their combination is without merit and only delays improvements that they can provide to patients in the health system.

Optum has agreed to pay a $650 million fee to Change should the merger not be completed because of the court’s decision. Change will pay a special cash dividend of $2 per share to its shareholders at or about the time of the closing.

If approved, Optum will buy Change for $8 billion, plus pay off $5 billion in debts it owes.