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DOJ to file lawsuit against United Healthcare-Change Healthcare acquisition

by John R. Fischer, Senior Reporter | February 23, 2022
Business Affairs

UHG announced its intention to acquire Change in late December 2020 with hope of completing the acquisition 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.

Following the reports of a possible lawsuit, Change and UHG struck a deal in August with the DOJ to save the deal. The two signed a timing agreement with the DOJ in which they pledged not to complete the merger for 120 days after complying with a request for information for further review of the potential deal.

Change later pushed back the completion date and sent a written notice in December to the SEC, saying that it was “exercising its unilateral right to extend the outside date” of the merger plan and agreement to April 5, 2022.”

The timing agreement is set to expire next Tuesday, February 22. Bloomberg reported earlier this month that Change was considering asset sales to gain regulatory approval for the deal. The company makes $130 million to $150 million in annual earnings before interest, taxes, depreciation and amortization.

Citi upgraded the company’s stock earlier this month from neutral to buy, saying that it was worth buying "deal or no deal.” "We are upgrading CHNG from neutral to buy, given the recent sell-off in the company's stock and continued strong fundamentals," wrote analyst Daniel Grosslight.

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