3. UHG’s acquisition of Change Healthcare raises myriad competitive concerns. These include elimination of head-to-head rivalry in digital healthcare technology markets in which UHG’s Optum competes. But competition concerns also include stronger incentives for UHG/Optum to favor its own healthcare insurer, UnitedHealthcare, and disadvantage rivals, thus harming competition. Unique economic aspects of digital technology markets significantly exacerbate these competitive concerns.
4. Given the competitive concerns raised by the acquisition, any efficiencies claims should be viewed with extreme skepticism. Such efficiencies are likely to be achievable without the acquisition. And the many unique features of digital healthcare technology markets that amplify anticompetitive incentives and abilities would likely diminish the purported value of claimed efficiencies. This significantly raises the bar for UHG-Change Healthcare to prove their transaction is not anticompetitive.
5. Structural divestiture remedies, if included in a settlement agreement, would gut the gains from the strategic accretion of market power that motivates UHG’s acquisition of Change Healthcare and likely force the parties to abandon the deal. Given the unique features of digital technology markets, antitrust conduct remedies, applied in the digital healthcare technology markets at issue here, would be highly unlikely to restore competition.
6. The U.S. healthcare system is under siege by consolidation and high and rising concentration, to the proven detriment of consumers and healthcare providers. The current matter presents an important opportunity for the Antitrust Division to advance the ball on protecting competition in critically important healthcare markets, but also to leverage its knowledge of digital technology markets and the unique challenges they pose for competition enforcement.
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