Justice Department sues to block UnitedHealth Group's $13 billion acquisition of Change Healthcare

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The Department of Justice has filed a civil lawsuit to stop the $13 billion merger between UnitedHealth Group and Change Healthcare. 

The complaint was filed today by the DOJ and Attorneys General in Minnesota and New York, in the U.S. District Court for the District of Columbia.

As alleged in the complaint, the proposed transaction would give United, a company that owns the largest health insurer in the United States, access to a vast amount of its rival health insurers' competitively sensitive information, according to the DOJ. 

The proposed transaction would harm competition in commercial health insurance markets, as well as in the market for technology used by health insurers to process health insurance claims, the DOJ said. It would give United control of a critical data highway of health insurance claims.

"Unless the deal is blocked, United stands to see and potentially use its health insurance rivals' competitively sensitive information for its own business purposes and control these competitors' access to innovations in vital healthcare technology," said Principal Deputy Assistant Attorney General Doha Mekki of the Justice Department's Antitrust Division. 

"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," Attorney General Merrick B. Garland said by statement. "The Justice Department is committed to challenging anticompetitive mergers, particularly those at the intersection of healthcare and data."

The merger would eliminate United's only major rival for first-pass claims editing technology -- a critical product used to efficiently process health insurance claims and save insurers billions of dollars each year -- and give United a monopoly share in the market, the DOJ said.

UnitedHealth Group has indicated it plans to fight the decision, saying by statement that the Justice Department's "deeply flawed position is based on highly speculative theories that do not reflect the realities of the healthcare system. We will defend our case vigorously," according to The Wall Street Journal. The two companies can "increase efficiency and reduce friction in healthcare, producing a better experience and lower costs," UnitedHealth said. 

WHY THIS MATTERS

Many stakeholders responded positively to the DOJ decision, including the American Hospital Association, which has long been a critic of the proposed merger.

"Had DOJ allowed this transaction to move forward it would have permitted a massive concentration of sensitive healthcare data in the hands of a single, powerful owner with an inherent conflict of interest," said Melinda Hatton, general counsel, American Hospital Association. "There is every indication that it is Change Healthcare that constrains UHG's largest subsidiary's (Optum) ability to prejudice payment accuracy in favor of its own financial outcomes by means of increased patient payment denials and coverage restrictions. And, allowing Optum the opportunity to own and then manipulate Change's proprietary evidenced-based clinical support criteria (InterQual) also would have allowed UHG to build its corporate profits by increasing patient claim denials." 

"By blocking this healthcare mega-merger, America's antitrust leaders are taking a stand to stop the nation's largest health insurance company from creating a vertically integrated, all-seeing healthcare giant," said Krista Brown, senior policy analyst at the American Economic Liberties Project. "The Department of Justice has rightly learned that data consolidation poses serious competitive threats."

National Community Pharmacists Association CEO B. Douglas Hoey said, 

"A vertically integrated UnitedHealth-Change would have been a threat to fair competition, patient choice, and independent pharmacies."

THE LARGER TREND

The DOJ had until February 27 to block the merger, according to a timing agreement with the companies.

The merger would combine two powerhouses for data analytics, technology and healthcare services. Change would combine with OptumInsight, an arm of Optum under UnitedHealth Group, to serve insurance companies, physicians, hospitals, pharmaceutical and biotechnology companies, and government agencies.

Twitter: @SusanJMorse
Email the writer: SMorse@himss.org