The Department of Justice (DOJ) filed a request for additional information regarding UnitedHealth Group’s (NYSE: UNH) planned acquisition of Amedisys Inc. (Nasdaq: AMED).
That’s according to a proxy statement Amedisys filed last week to the U.S. Securities and Exchange Commission (SEC).
“This is a huge transaction,” Les Levinson, co-chair of the transactional health care practice Robinson & Cole LLP, told Home Health Care News. “You’ve got a handful of public companies. LHC was acquired earlier, and I think that most practitioners and most deal people would agree that putting LHC and Amedisys under one umbrella was going to get government scrutiny.”
UnitedHealth Group’s Optum completed its LHC Group acquisition in February.
“This is likely most focused on overlapping markets between the completed LHC group transaction and Amedisys existing markets for home health care and hospice operations,” Kevin Palamara, managing director at Provident Healthcare Partners, told HHCN sister site Hospice News in an email. “[That’s] to ensure that the combined operations are not creating an anti-competitive environment.”
Optum first announced it had agreed to acquire Amedisys in a $3.3 billion deal back in June.
The Baton Rouge, Louisiana-based Amedisys operates in 37 states and the District of Columbia. The company offers home health and hospice, as well as high-acuity services in the home through its subsidiary, Contessa Health.
The company received a second request for information from the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act on August 4.
In the filing, Amedisys and UnitedHealth Group stated that both parties filed the necessary pre-merger notification forms with the Federal Trade Commission (FTC) – and the antitrust division of the DOJ – on July 5.
The DOJ’s second request for information lengthens the time table for the completion of the deal.
“While the parties to the Merger have no reason to believe it will not be possible to complete the antitrust reviews in a timely manner, there is no certainty that the antitrust reviews will be completed within the period of time contemplated by the Merger Agreement or that the completion of such reviews would not be conditioned upon actions that would be materially adverse to Amedisys or Parent, or that a regulatory challenge to the Merger will not be made,” the filing said.
While it’s possible that this could tank the deal, that seems unlikely at this time, according to Levinson.
“It’s possible that something could go adverse, but I think most would say it’s too early to make that prediction,” he said.
It’s also possible that this process could continue past this current request from the DOJ.
“If they’re not satisfied with the responses, or they feel that there was a violation that needs to be addressed, they could continue to request additional information, or they could move to block the transaction,” Levinson said. “I think we’re probably a ways away from that being the case.”
Ultimately, Levinson believes that industry stakeholders can expect to see continued oversight of large home-based care transactions.
“There aren’t that many large potential transactions that are coming down the pike,” he said. “As the DOJ continues with the steps that it’s been taking with most of these transactions, I don’t think anyone will be surprised if there’s continued scrutiny of large deals.”
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