[Federal Register Volume 84, Number 123 (Wednesday, June 26, 2019)]
[Notices]
[Pages 30114-30118]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-13499]
=======================================================================
-----------------------------------------------------------------------
FEDERAL TRADE COMMISSION
[File No. 181 0057]
UnitedHealth Group and DaVita; Analysis of Agreement Containing
Consent Orders To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement; request for comment.
-----------------------------------------------------------------------
SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair methods of competition.
The attached Analysis of Agreement Containing Consent Orders to Aid
Public Comment describes both the allegations in the complaint and the
terms of the consent orders--embodied in the consent agreement--that
would settle these allegations.
DATES: Comments must be received on or before July 26, 2019.
ADDRESSES: Interested parties may file comments online or on paper, by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Write: ``UnitedHealth Group
and DaVita; File No. 181 0057'' on your comment, and file your comment
online at https://www.regulations.gov by following the instructions on
the web-based form. If you prefer to file your comment on paper, mail
your comment to the following address: Federal Trade Commission, Office
of the Secretary, 600 Pennsylvania Avenue NW, Suite CC-5610 (Annex D),
Washington, DC 20580, or deliver your comment to the following address:
Federal Trade Commission, Office of the Secretary, Constitution Center,
400 7th Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC
20024.
FOR FURTHER INFORMATION CONTACT: Joshua Smith (202-326-3018),
[email protected], Bureau of Consumer Protection, Federal Trade
Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34,
notice is hereby given that the above-captioned consent agreement
containing a consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, has been
placed on the public record for a period of thirty (30) days. The
following Analysis to Aid Public Comment describes the terms of the
consent agreement and the allegations in the complaint. An electronic
copy of the full text of the consent agreement package can be obtained
from the FTC Home Page (for June 19, 2019), on the World Wide Web, at
https://www.ftc.gov/news-events/commission-actions.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before July 26, 2019.
Write ``UnitedHealth Group and DaVita; File No. 181 0057'' on your
comment. Your comment--including your name and your state--will be
placed on the public record of this proceeding, including, to the
extent practicable, on the https://www.regulations.gov website.
Postal mail addressed to the Commission is subject to delay due to
heightened security screening. As a
[[Page 30115]]
result, we encourage you to submit your comments online through the
https://www.regulations.gov website.
If you prefer to file your comment on paper, write ``UnitedHealth
Group and DaVita; File No. 181 0057'' on your comment and on the
envelope, and mail your comment to the following address: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite
CC-5610 (Annex D), Washington, DC 20580; or deliver your comment to the
following address: Federal Trade Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex
D), Washington, DC 20024. If possible, submit your paper comment to the
Commission by courier or overnight service.
Because your comment will be placed on the publicly accessible
website at https://www.regulations.gov, you are solely responsible for
making sure that your comment does not include any sensitive or
confidential information. In particular, your comment should not
include any sensitive personal information, such as your or anyone
else's Social Security number; date of birth; driver's license number
or other state identification number, or foreign country equivalent;
passport number; financial account number; or credit or debit card
number. You are also solely responsible for making sure that your
comment does not include any sensitive health information, such as
medical records or other individually identifiable health information.
In addition, your comment should not include any ``trade secret or any
commercial or financial information which . . . is privileged or
confidential''--as provided by Section 6(f) of the FTC Act, 15 U.S.C.
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)--including in
particular competitively sensitive information such as costs, sales
statistics, inventories, formulas, patterns, devices, manufacturing
processes, or customer names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular,
the written request for confidential treatment that accompanies the
comment must include the factual and legal basis for the request, and
must identify the specific portions of the comment to be withheld from
the public record. See FTC Rule 4.9(c). Your comment will be kept
confidential only if the General Counsel grants your request in
accordance with the law and the public interest. Once your comment has
been posted on the public FTC website--as legally required by FTC Rule
4.9(b)--we cannot redact or remove your comment from the FTC website,
unless you submit a confidentiality request that meets the requirements
for such treatment under FTC Rule 4.9(c), and the General Counsel
grants that request.
Visit the FTC website at http://www.ftc.gov to read this Notice and
the news release describing it. The FTC Act and other laws that the
Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all timely and responsive public comments that it
receives on or before July 26, 2019. For information on the
Commission's privacy policy, including routine uses permitted by the
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.
Analysis of Agreement Containing Consent Orders To Aid Public Comment
I. Introduction and Background
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Orders (``Consent
Agreement'') from UnitedHealth Group Incorporated (``UnitedHealth
Group''), Collaborative Care Holdings, LLC, DaVita Inc. (``DaVita'')
and DaVita Medical Holdings, LLC (collectively, ``Respondents'') to
remedy the anticompetitive effects that otherwise would result from
UnitedHealth Group's acquisition of DaVita Medical Group (``DMG'') (the
``Proposed Acquisition'') in Clark and Nye Counties, Nevada (the ``Las
Vegas Area''). The proposed Consent Agreement, among other things,
requires UnitedHealth Group to divest DMG assets related to the
Healthcare Partners of Nevada (``HCPNV'') business to IHC Health
Services, Inc. (``Intermountain Healthcare'') or another buyer approved
by the Commission.
On December 5, 2017, UnitedHealth Group entered into an equity
purchase agreement to acquire DaVita's DMG division. The Proposed
Acquisition would combine the two largest managed care provider
organizations (``MCPOs'') in the Las Vegas Area. The Proposed
Acquisition would also combine DMG's MCPO with the largest Medicare
Advantage insurer in the Las Vegas Area. On June 17, 2019, by a vote of
4-0-1, the Commission issued an administrative complaint alleging that
the Proposed Acquisition, if consummated, would violate Section 7 of
the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15 U.S.C. 45, by (i) removing an
actual, direct, and substantial competitor from the Las Vegas Area for
MCPO services sold to Medicare Advantage health plans (``MA plans'')
and (ii) lessening competition in the market for MA plans sold to
individuals. The proposed Consent Agreement would remedy the alleged
violations by requiring a complete divestiture of DMG's HCPNV assets
relating to the HealthCare Partners Nevada business (``HCPNV Assets'')
and granting certain related licenses. This divestiture will replace
the competition that otherwise would be lost in the Las Vegas Area
because of the Proposed Acquisition.
The proposed Consent Agreement has been placed on the public record
for 30 days to solicit comments from interested persons. Comments
received during this period will become part of the public record.
After 30 days, the Commission will review the comments received and
decide whether it should withdraw, modify, or make the Consent
Agreement final.
II. The Parties
UnitedHealth Group is a for-profit healthcare company headquartered
in Minnetonka, Minnesota. UnitedHealth Group is comprised of two
business entities: (1) UnitedHealthcare (``United''), which operates as
United's health insurance branch; and (2) Optum, which operates as its
health services unit. Within Optum is the OptumCare business segment,
which includes employed medical groups, independent physicians
associations (``IPAs'') or affiliated physician networks, ambulatory
surgical centers, and urgent care centers. In 2018, United had revenues
of $226.2 billion.
DaVita is the parent company to DMG and DaVita Kidney Care, its
dialysis division. Headquartered in Denver, Colorado, DaVita had
revenues of $11.4 billion in 2018. DMG operates medical groups and
affiliated physician networks across six states: California, Colorado,
Florida, Nevada, New Mexico, and Washington.
III. The Products and the Structure of the Market
A. Industry Overview
Individuals age 65 or over are eligible for Medicare, through which
the federal government provides health insurance benefits to seniors.
The provision of health insurance to Medicare-eligible beneficiaries is
administered through two programs: (1) Government-provided Medicare
(``Original Medicare''), and (2) privately-provided MA plans funded by
the federal government. Under Original
[[Page 30116]]
Medicare, a beneficiary receives inpatient acute care coverage under
Medicare Part A and coverage for physician and outpatient services
under Medicare Part B, and the federal government reimburses healthcare
providers according to a fee schedule determined by the Centers for
Medicare and Medicaid Services (``CMS''). Original Medicare enrollees
may obtain care from any healthcare provider that accepts Original
Medicare rates.
Rather than enroll in Original Medicare, a senior may choose to
enroll in an MA plan sold by a private insurer. Under the Medicare
Advantage (``MA'') program, the federal government pays private
insurers to provide health insurance to Medicare-eligible seniors.
Participating insurers, known as Medicare Advantage Organizations
(``MAOs''), enter into contracts with CMS, pursuant to which they are
permitted to offer MA plans to seniors. Many MA plans also offer
vision, dental, hearing, or fitness benefits that are unavailable
through Original Medicare.
The amount the federal government pays an MAO for each enrollee is
determined by an annual bid process overseen by CMS. To be successful,
MAOs need to deliver care at a cost that is below the payments they
receive from CMS (plus any additional premiums they charge to
enrollees). Accordingly, MAOs control costs by proactively managing the
health of their enrollees to reduce the amount of healthcare services
required by their enrollees.
Like commercial health insurance plans sold to the under-65
population, MA plans feature negotiations between MAOs and providers,
provider networks, and plan designs that incentivize members to seek
care from in-network providers. In order to align providers' financial
incentives with their own, MAOs have implemented a number of different
reimbursement models in their contracts with providers, and these
models vary in the way ``risk'' is distributed between insurers and
providers. In healthcare, ``risk'' refers to financial liability for
unexpected medical expenditures. While some proportion of healthcare
spending is predictable (e.g., preventive care), a large proportion of
healthcare spending goes to high-cost, low-probability events that are
unexpected (e.g., an emergency hospital admission or non-elective
surgery). In some cases, those provider relationships are centered on
risk-based contracts, which pay providers according to various measures
of care quality, outcomes, or the ability to control healthcare costs
rather than the volume of services they provide. When these cost
control measures are successful, MAOs may funnel the savings back into
their MA plans in the form of reduced out-of-pocket costs or additional
benefits for members.
B. Relevant Product Markets
The Proposed Acquisition poses substantial antitrust concerns in
two relevant product markets. First, the horizontal consolidation of
the Optum and DMG MCPOs raises concerns in the market for the sale of
MCPO services to MAOs and their members. Second, the vertical
integration of DMG's MCPO and United's MAO business raises competition
concerns in the market for MA plans sold to individuals.
1. MCPO Services Sold to MAOs
One relevant service market in which to analyze the effects of the
Proposed Acquisition is the sale of MCPO services to MAOs. An MAO's
provider network--and its primary care physicians in particular--is
critical to the success of the MAO. The most successful MAOs utilize
networks of providers willing to work closely together to coordinate
patient care and control healthcare costs. MCPOs are collaborative
organizations of such healthcare providers. To varying degrees, MCPOs
orchestrate networks of owned, employed, and affiliated providers--
including hospitals, outpatient clinics, physician groups, and
individual physicians--for the purpose of managing the care of an MA
plan's patient population. MCPOs often employ a variety of clinical and
non-clinical support personnel (e.g., social workers, nurses, care
coordinators, and utilization managers) and have developed information
technology systems dedicated to managing care utilization and
monitoring patient care.
MCPOs can materially affect the attractiveness of an MA plan to
seniors. MA members seek MA plans that offer high quality networks at a
competitive price. Without an MCPO's cost control and utilization
management functions, an MAO faces a significant chance of increased
costs, which can in turn increase MA plan prices and decrease the value
of the MA plan's benefits. MCPOs also engage the MAO regularly to
address performance issues and improve MA Plan quality scores.
2. Medicare Advantage Health Plans Sold to Individual MA Members
The second relevant product market implicated by this transaction
is the sale of MA plans to individuals. MA plans are meaningfully
differentiated from other types of health insurance products, including
Original Medicare plans, eligibility-restricted Medicare options (e.g.,
special needs plans or ``SNPs''), employer-group MA plans, and
commercial health plans.
Once seniors ``age into'' Medicare, they may choose between
coverage through Original Medicare or MA plans. As noted in United
States v. Aetna Inc., 240 F. Supp. 3d 1 (D.D.C. 2017), seniors who
choose to enroll in an MA plan overwhelmingly tend to remain in MA
plans as opposed to transitioning to Original Medicare. MA plans are
differentiated from Original Medicare in several important respects,
including MA plans' limited networks, caps on out-of-pocket spending,
coordination of care by providers, and members' access to supplemental
benefits like prescription drug coverage. See Aetna, 240 F. Supp. 3d at
26-28, 30, 41. Therefore, the market for individual MA plans excludes
Original Medicare. See Aetna, 240 F. Supp. 3d at 41.
The market for MA plans also excludes eligibility-restricted
Medicare options such as SNPs and employer-group MA plans. SNPs are MA
plans specifically designed to provide targeted care and limit
enrollment to special needs individuals through specialized benefits
and networks designed to treat specific conditions or needs.\1\ Unless
an individual MA member has or develops a qualifying need, that member
cannot enroll in a SNP. Employer-group MA plans are customized for
Medicare-eligible retirees of a particular employer. An MA enrollee
cannot enroll in an employer-group MA plan unless they are a former
employee of a participating employer.
---------------------------------------------------------------------------
\1\ https://www.cms.gov/Medicare/Health-Plans/SpecialNeedsPlans/index.html. Special needs patients include people who are
institutionalized, have dual-eligibility for Medicare and Medicaid,
or have a severe or disabling chronic condition specified by CMS.
---------------------------------------------------------------------------
Finally, the market for MA plans also excludes commercial health
plans. MA plans often feature zero or very low premiums and are thus
much less expensive for individuals compared to commercial health
insurance products, which frequently charge much higher premiums.
Seniors who purchase MA plans therefore are not likely to purchase a
commercial health plan in the event of a price increase on all MA
plans.
C. Relevant Geographic Market
The relevant geographic market in which to analyze the effects of
the Proposed Acquisition is no broader than the Las Vegas Area.
Healthcare markets are local in nature. Evidence gathered from market
participants shows that
[[Page 30117]]
patients--and particularly seniors--strongly prefer to receive care as
close to home as possible. Accordingly, MAOs that wish to market MA
plans to seniors in the Las Vegas Area must offer MCPOs within the Las
Vegas Area in their provider networks (i.e., they cannot substitute
MCPOs located outside the Las Vegas Area). Moreover, as a general
matter, seniors may only subscribe to MA plans approved for sale in
their county of residence. Therefore, a Medicare-eligible senior
typically cannot substitute an MA plan approved for another county for
an MA plan offered in their county of residence.
IV. The Effects of the Proposed Acquisition
The Proposed Acquisition would likely result in substantial
competitive harm to consumers in the two relevant markets. First, the
Proposed Acquisition would combine the two leading MCPOs in the Las
Vegas Area. Together, the Optum and DMG MCPOs cover more than 80% of MA
members in the Las Vegas Area. Accordingly, the Proposed Acquisition
would lead to a presumptively anticompetitive increase in market
concentration in the MCPO market. This presumption of anticompetitive
harm is supported by evidence of the close competition between Optum
and DMG that would be eliminated by the Proposed Acquisition. Seniors
in the Las Vegas Area benefit from this head-to-head competition in the
form of lower health care costs and higher quality of care. If
combined, DMG and Optum would gain additional leverage and be able to
demand higher reimbursement rates from MAOs, and would have reduced
incentives to maintain and improve their quality of care. Ultimately,
these effects would be felt by local seniors in the form of higher
premiums, co-pays, and out-of-pocket costs, as well as reduced access
to high quality care.
The Proposed Acquisition would also likely harm competition in the
market for MA plans sold to individuals in the Las Vegas Area by
combining DMG's strong position in the MCPO market with United's strong
position in the MAO market. The merged firm would have the incentive
and ability to negotiate higher reimbursement rates for MCPO services
from United's MAO rivals, making those rivals less competitive. This
would worsen seniors' options, reduce competition, and ultimately
increase prices or reduce quality (e.g., supplemental benefits) in the
market for MA plans sold to individuals in the Las Vegas Area.
V. The Proposed Consent Agreement
The proposed Consent Agreement remedies the competitive concerns
raised by the Proposed Acquisition by requiring UnitedHealth Group to
divest the HCPNV Assets and grant related licenses to Intermountain
Healthcare or another buyer approved by the Commission. The HCPNV
Assets include all assets and rights related to the HCPNV business,
including ownership interest in the relevant operating companies,
rights under the medical group agreements, real property, governmental
approvals, and business information. The proposed Consent Agreement
requires the Respondents to provide transition services and allow the
use of the HealthCare Partners brand for a period of time to facilitate
the transfer of the business. In addition, the proposed Consent
Agreement limits UnitedHealth Group and DaVita's use of, and access to,
confidential business information pertaining to the divestiture assets.
With the HCPNV Assets and related licenses, Intermountain
Healthcare can preserve the competition that currently exists in the
two relevant markets. Intermountain Healthcare is a successful, not-
for-profit healthcare system consisting of hospitals, clinics, medical
groups, and a health plan, SelectHealth. Headquartered in Salt Lake
City, Utah, Intermountain Healthcare serves MA patients across the
entire continuum of care in Utah and Idaho. Intermountain Healthcare
has the experience to ensure the continued use of the HCPNV business
such that they remain an effective competitor to United in the Las
Vegas Area. Moreover, Intermountain Healthcare is familiar with the Las
Vegas Area through SelectHealth, which began offering an MA plan in
Clark County this year. Intermountain Healthcare also has a minority
ownership interest in P3 Health Group Holdings LLC, which owns and
operates P3 Health Partners, a recent MCPO entrant to the Las Vegas
Area. However, contingent on consummation of the proposed divestiture,
Intermountain Healthcare has entered into a contract to divest this
ownership interest in P3 Health Group Holdings, LLC, and forfeit its
associated board seats. SelectHealth's current negligible share of the
MA market in the Las Vegas Area and our analysis of Intermountain's and
competitors' business incentives following the proposed divestiture
indicate that Intermountain's ownership of SelectHealth does not raise
concern for overall competition.
United must complete the divestiture within 40 days of closing the
Proposed Acquisition. The proposed Consent Agreement provides for the
appointment of a monitor to ensure UnitedHealth Group's and DaVita's
compliance with the obligations set forth in the Orders. The proposed
Consent Agreement requires Respondents to provide transition assistance
to facilitate the transfer of the business to the buyer. The proposed
Consent Agreement also contains appropriate compliance reporting
requirements. If Respondents do not fully comply with the obligation to
divest the HCPNV Assets, the Commission may appoint a Divestiture
Trustee to divest the HCPNV Assets.
The proposed Consent Agreement contains a prior notice provision
for subsequent acquisitions by Respondent UnitedHealth Group of any
ownership interest in any healthcare provider in the Las Vegas Area.
Under the proposed Consent Agreement, for the next ten years,
Respondent UnitedHealth Group will be required to give the Commission
30 days' advanced notice of any such acquisition that is not subject to
the Hart-Scott-Rodino Act, and provide a copy to the Attorney General
of the State of Nevada. If 30 days expire without Commission action,
Respondent UnitedHealth Group may consummate the proposed acquisition.
Otherwise, Respondent UnitedHealth Group must produce to the Commission
information and documents relating to the proposed acquisition in
response to a written request, and not consummate the transaction until
20 days after substantially complying with the Commission's request.
The proposed Decision and Order will have a term of ten years.
The sole purpose of this analysis is to facilitate public comment
on the proposed Consent Agreement. This analysis does not constitute an
official interpretation of the proposed Consent Agreement or modify its
terms in any way.
By direction of the Commission. Chairman Simons not
participating by reason of recusal.
April J. Tabor,
Acting Secretary.
Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson
UnitedHealth Group, Inc. (``United'') proposes to acquire DaVita
Medical Group (``DMG''). United's insurance business, operated by
United's subsidiary UnitedHealthcare, offers commercial and Medicare
Advantage (``MA'') health insurance plans to
[[Page 30118]]
employer groups and individual consumers across the country. United and
DMG both offer managed care provider organization (``MCPO'') services
to health insurers. The merger is therefore both horizontal in nature--
because it combines two competing MCPO service providers--and vertical,
as it combines MCPO and insurance assets.
Staff spent more than a year and a half investigating the
competitive effects of this acquisition, which involves assets in
several states, including Colorado, Florida, New Mexico, Nevada, and
Washington. Based on the findings from that investigation, the
Commission has accepted a proposed consent agreement requiring United
to divest DMG's healthcare provider organization (its MCPO) in the Las
Vegas, Nevada, area to Intermountain Healthcare, a non-profit
healthcare provider system without a presence in the market. We join
Commissioners Slaughter and Chopra in supporting this remedy and in
thanking staff for their exceptional effort and diligence through this
long investigation.
Our colleagues write separately, stating they would have asked a
federal judge to block United's acquisition of DMG based on their
belief that the vertical integration of United's health insurance
business and DMG's MCPOs and physicians in Colorado would harm
consumers. In our view, the evidence in support of likely harm in
Colorado was not compelling, and therefore a federal judge was unlikely
to grant that relief.
As Commissioners Slaughter and Chopra point out, the acquisition in
Colorado is purely vertical. In other words, in that state the
transaction combines firms that operate at different levels of the
supply chain and do not compete with one another. Specifically, DMG's
MCPO services and physicians serve as ``inputs'' to the MA insurance
plans that United and other health insurers sell to employers and
individuals. The putative theory of harm in Colorado involved raising
rivals' costs (``RRC''). It posited that, after acquiring DMG, United
would find it profitable to raise DMG's prices to rival MA insurance
plans, because doing so would reduce these plans' benefits and induce
some customers to switch to United's MA products. The more business
United recaptures in the market for MA plans, the greater its incentive
to raise DMG's prices to rivals.
We do not rule out the possibility that vertical mergers can harm
competition under a RRC theory. We both voted to issue the complaint,
which alleges a similar vertical theory of harm in Nevada. And given
both substantially stronger facts and the significant horizontal
overlap in that state, that was the right call.
But vertical mergers often generate procompetitive benefits that
must also factor into the antitrust analysis.\1\ A major source of
these benefits is the elimination of double-marginalization, which
places downward pressure on prices in the output market. We conclude
that the evidence in Colorado, quantitative and qualitative, reflected
both dynamics, with mixed results. In our view, taken together, the
evidence would not have convinced a judge that the proposed acquisition
was likely, on balance, to harm consumers in Colorado.
---------------------------------------------------------------------------
\1\ See, e.g., United States v. AT&T, 310 F.Supp.3d 161, 192-94
(D.D.C. 2018).
---------------------------------------------------------------------------
As our colleagues note, a lawsuit based upon this evidence posed
significant litigation risk. Among other things, the law on vertical
mergers is relatively underdeveloped, and an adverse decision can
impact enforcement in later cases that present clearer harm. Of course,
all litigation presents risks, and sometimes the risks are worth
taking. But, faced with a body of evidence of harm that was ambiguous
in the first place, we cannot agree with our colleagues that this was a
case on which to roll the dice.
Statement of Commissioners Rebecca Kelly Slaughter and Rohit Chopra
UnitedHealth Group, Inc. (``United'') proposes to acquire DaVita
Medical Group (``DMG''), which provides healthcare services in Nevada
and Colorado, among other states. Today, the Commission voted to accept
a proposed consent agreement that requires a divestiture of the DMG
business serving Clark and Nye counties in Nevada to maintain
competition. We agree with the proposed remedy for Nevada, but we
disagree with the Commission's decision to not pursue an enforcement
action in Colorado.
We believe the evidence uncovered by Commission staff demonstrates
that the vertical merger of United's health insurance and DMG's
healthcare services businesses would likely result in actionable harm
to competition in Colorado. We were prepared to challenge the
transaction in court, given the likelihood of harm. We acknowledge that
Commission action involving Colorado would have borne significant
litigation risks, but we believe such risks were worth taking.
Fortunately, the Attorney General of Colorado has taken action in
an effort to address some of the harmful effects of the merger in a
separate action. We hope all state attorneys general actively enforce
the antitrust laws to protect their residents from harmful mergers and
anticompetitive practices.
We thank Commission staff for their tireless work on a complex and
very resource-intensive matter. While we would have preferred a
different outcome, staff put the Commission in a very strong position
to make a well-informed decision and serve the public interest.
[FR Doc. 2019-13499 Filed 6-25-19; 8:45 am]
BILLING CODE 6750-01-P