Here are 10 things to know:
1. In a Dec. 26 regulatory filing, the companies agreed to waive their right to terminate the deal if it fails to close before a specified deadline.
2. The new terms stipulate that the agreement will remain valid until either 10 business days after a final court ruling that blocks the merger or Dec. 31, 2025. The companies also revised other terms, introducing a potential penalty fee of up to $325 million if certain regulatory conditions remain unmet.
3. The merger, first announced in June 2023, aims to combine UnitedHealth Group’s Optum with Baton Rouge, Louisiana-based Amedisys, a provider of home health, hospice and high-acuity care through more than 500 centers across 37 states and Washington, D.C.
4. The Justice Department filed a lawsuit in November 2023 to block the merger, saying that it would reduce competition in the home health sector. According to the department, the deal could lead to increased prices for home healthcare services in 23 states and Washington, D.C., as the two companies are direct competitors. Attorneys General from Maryland, Illinois, New Jersey, and New York joined the federal lawsuit.
5. Regulatory scrutiny of the proposed merger began in August 2023, and the DOJ’s antitrust review has been ongoing. Additionally, Oregon regulators opened their own investigation in March 2024, citing concerns that the merger could harm competition in the state’s home health markets.
6. The proposed merger has been under an antitrust review by the DOJ since August 2023. In March 2024, Oregon regulators opened their own review after a preliminary report found the deal could hurt competition in the state’s home health markets.
7. Despite these challenges, Amedisys shareholders approved the acquisition in September 2023.
8. “We remain committed to the transaction, which we believe will create more opportunities to deliver quality, compassionate and value-based care to patients and their families. We look forward to supporting Optum in presenting our case,” a spokesperson for Amedisys told Becker’s.
9. UnitedHealth Group has been rapidly expanding its home care capabilities in recent years. In February 2023, the company closed a $5.4 billion acquisition of LHC Group, a home health firm operating over 900 facilities. If the Amedisys acquisition proceeds, UnitedHealth would control approximately 10% of the home health market, with overlapping operations between Amedisys and LHC in several Southern states.
10. To address antitrust concerns, Amedisys and UnitedHealth agreed in June 2024 to divest an undisclosed number of care centers to VitalCaring Group.
