About
a
year
ago,
UnitedHealth
Group’s
Optum
announced
that
it
plans
to
acquire
home
care
company
Amedisys
for
about
$3.3
billion,
beating
out
Option
Care
Health.
The
deal
would
be
an
all-cash
transaction
for
$101
per
share.
The
announcement
came
at
a
time
when
several
healthcare
companies
were
making
moves
in
the
home
care
space,
including
CVS
Health
and
Walgreens.
But
it
hasn’t
been
smooth
sailing
for
Minnetonka,
Minnesota-based
UnitedHealth
Group
and
Baton
Rouge,
Louisiana-based
Amedisys.
The
U.S.
Department
of
Justice
(DOJ)
has
been
scrutinizing
the
deal,
and
the
Oregon
Health
Authority
launched
a
review
to
see
if
the
deal
would
harm
people
in
Oregon.
The
DOJ
has
also
reportedly
launched
an
antitrust
investigation
into
UnitedHealth
Group
(UHG).
In
late
June,
however,
Amedisys
disclosed
in
a
filing
with
the
Securities
and
Exchange
Commission
that
Amedisys
and
UHG
have
entered
into
a
purchase
agreement
to
sell
certain
Amedisys
home
health
care
centers
and
certain
UHG
care
centers
to
VCG
Luna,
an
affiliate
of
VitalCaring
Group.
The
divestiture
of
the
unknown
number
of
care
centers
is
contingent
on
the
consummation
of
the
merger
between
Amedisys
and
UHG,
which
is
expected
to
close
in
the
second
half
of
2024,
according
to
the
filing.
Will
this
move
assuage
the
DOJ
and
prompt
it
to
approve
the
Amedisys/UHG
merger?
The
agency
did
not
return
a
request
for
comment,
and
UHG
declined
to
comment.
But
several
experts
said
they
believe
the
deal
will
likely
go
through
—
potentially
with
some
small
changes.
“I
think
they’re
aiming
to
find
the
least
amount
of
land
necessary
to
give
up
without
exceeding
more
than
is
essential.
If
I
was
a
betting
person,
I
would
bet
that
now
the
odds
are
that
the
deal
will
either
go
ahead
as
now
scheduled,
or
maybe
with
small
modifications,”
said
Dr.
Robert
Pearl,
former
CEO
of
the
Permanente
Medical
Group
and
current
professor
at
Stanford
University
School
of
Medicine
and
Stanford
Graduate
School
of
Business,
as
well
as
a
healthcare
author
and
podcaster.
These
modifications
could
include
divesting
additional
home
health
centers,
though
probably
not
a
lot
more,
Pearl
added.
For
example,
Amedisys
and
UHG
may
divest
100
centers
initially
(though
the
exact
number
is
unknown).
But
the
government
may
say
that’s
not
enough
and
tell
them
to
divest
20
more,
according
to
Dr.
Adam
Brown,
an
emergency
physician
and
founder
of
ABIG
Health.
But
the
divestitures
would
likely
still
be
in
the
home
health
space
since
that’s
where
there
is
crossover
between
UHG
and
Amedisys.
Pearl
noted,
however,
that
this
divestiture
to
VitalCaring
most
likely
happened
after
a
period
of
negotiations,
so
“all
of
the
pieces
are
in
place
unless
something
unexpected
happens
—
such
as
a
Congressional
or
Presidential
intervention.”
Another
expert
agreed
that
there
could
be
more
divestitures
beyond
this
initial
deal,
but
it’s
“more
likely
than
not
that
[the
merger]
will
go
through.”
“If
there
are
other
steps
they
need
to
take,
I
think
that
they’re
going
to
work
towards
those
because
Optum
seems
pretty
inclined
to
continue
with
the
deal
and
do
what
they
have
to
do
to
make
that
happen,”
said
Tyler
Giesting,
director
of
healthcare
and
life
sciences
at
Chicago-based
West
Monroe.
“So
I
would
say
it’s
more
likely
than
not,
but
you
can
never
be
sure.”
One
industry
expert
—
Hal
Andrews,
president
and
CEO
of
Trilliant
Health
—
noted
it’s
“likely
that
UHG
received
a
‘head
nod’
that
the
proposed
divestitures
would
be
sufficient.”
That
said,
“prognosticating
what
happens
in
Washington,
D.C.
right
now
is
a
bit
like
shaking
the
Magic
8-ball
—
especially
in
an
election
year,”
he
added.
While
several
experts
say
it’s
probable
the
merger
between
Amedisys
and
UnitedHealth
Group
will
go
through
eventually,
Brown
is
still
worried
about
the
downstream
effects
of
the
merger.
“I
am
deeply
concerned
about
the
growing
control
UHG
exerts
over
the
U.S.
healthcare
system,”
Brown
said
in
an
email.
“UHG
already
runs
the
largest
private
health
insurer
in
the
country
and
manages
a
substantial
physician
network.
Their
influence
and
market
dominance
make
negotiating
with
them
or
competing
against
them
extremely
challenging.
“The
DOJ’s
scrutiny
of
this
particular
merger
is
essential,
but
we
should
also
consider
the
broader
implications,”
he
continued.
“UHG’s
recent
Change
Healthcare
hack
highlighted
industry-wide
financial
and
patient
care
challenges.
At
what
point
will
we
recognize
that
UHG
is
becoming
a
‘too
big
to
fail’
behemoth
that
we
continue
to
feed?”
Indeed,
UHG
has
grown
exponentially
over
the
years,
having
spent
more
than
$41.4
billion
on
26
acquisitions
since
it
was
founded
in
1977,
including
Change
Healthcare
(acquired
in
2022),
LHC
Group
(acquired
in
2023)
and
DaVita
Medical
Group
(acquired
in
2019).
It
also
employs
or
contracts
with
thousands
of
physicians
and
owns
OptumRx,
one
of
the
top
three
pharmacy
benefit
managers.
Its
insurance
arm,
UnitedHealthcare,
controls
15.7%
of
the
health
insurance
market.
Pearl
said
he’s
not
sure
UHG
is
necessarily
a
villain.
Rather,
it’s
the
entire
healthcare
system
as
a
whole
that
needs
changing.
He
reiterated
what
he
told
MedCity
News
in
an
earlier
interview.
“I
think
UnitedHealth
Group
is
the
biggest
so
it
becomes
the
target,”
Pearl
previously
said.
“But
it
is
not
intrinsically
—
from
what
I
know
about
it
—
a
more
problematic
company
than
any
other
company
in
healthcare.
I
think
it
is
the
broken
system
that
everyone
is
trying
to
work
around,
plug
holes
and
involve
a
lot
of
middlemen.”
Photo:
AndreyPopov,
Getty
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