UnitedHealth, Change postpone $13 billion merger by nine months

The U.S. Department of Justice has sued to stop the deal.

April 5, 2022 at 1:04PM
UnitedHealth and Change have postponed their a planned $13 billion merger. (Jim Mone, Associated Press/The Minnesota Star Tribune)

UnitedHealth Group Inc. and Change Healthcare will extend the closing date of their merger by another nine months, after the U.S. Department of Justice sued to stop the deal.

The closing date is now Dec. 31, the companies said on Tuesday.

Under the latest extension terms, UnitedHealth's Optum unit, which offers health care data analytics services, will pay a $650 million fee to Change if the deal is not completed because of a court's decision, which is expected after a two-week trial scheduled to begin Aug. 1.

Minnetonka-based UnitedHealth announced its $13 billion acquisition of Change Healthcare in January 2021, saying that it would help streamline administrative and payment processes. Change would fall under UnitedHealth's Optum unit after the merger.

The companies had originally planned to close the deal in the second half of 2021, but UnitedHealth extended the closing date to April 5.

"The extended agreement reflects our firm belief in the potential of our combination to improve health care, and in our commitment to contesting the meritless legal challenge to this merger," the companies said in a statement.

In its complaint filed about a month ago, the Justice Department said the deal would give the largest U.S. health insurer access to its competitors' data and ultimately push up health care costs, as both UnitedHealth and Change Healthcare offer competing software for processing health care claims.

UnitedHealth Group runs UnitedHealthcare, which is the nation's largest health insurer. Change Healthcare would add to UnitedHealth Group's already influential unit for health care data and technology within Optum, a division that provides a variety of health care services.

The lawsuit scrutinizes an acquisition that seems in keeping with a well-established pattern at UnitedHealth Group. For decades, the company's Optum division has achieved outsized growth by selling products to the health insurance rivals of UnitedHealthcare and the hospitals and clinics that must negotiate payment rates with the giant health insurer.

Change Healthcare, based in Nashville, Tenn., also said it would pay a special cash dividend of $2 per share to its shareholders at the time of closing.

Staff writer Christopher Snowbeck contributed to this report.

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