UnitedHealth Group's path to acquire Change Healthcare was cleared by a Washington, D.C., federal judge's decision Sept. 19.
Below is a timeline of the proposed deal and subsequent legal challenge from the Justice Department:
Jan. 6, 2021: UnitedHealth Group and Change Healthcare initially announce the $13 billion deal. The deal would merge Change Healthcare with Optum's OptumInsight unit to offer software, data analytics and other services to healthcare clients. The parties anticipate the deal will close in the second half of 2021.
March 24, 2021: The deal is met with resistance by the American Hospital Association, which encourages the Justice Department to investigate the move. The department responds by asking for information on the deal.
April 13, 2021: Change Healthcare shareholders approve the deal despite public opposition.
Aug. 7, 2021: The parties strike a timing agreement with the Justice Department that will require UnitedHealth Group and Change Healthcare to submit more information regarding the deal. The parties agreed to wait at least 120 days before commencing the merger once the information is submitted.
Sept. 30, 2021: In the interim, lobbying groups representing providers continue to protest the deal. The National Community Pharmacists Association calls on the Justice Department to block the move, saying it will lead to an "unfair competitive advantage for a company that is already dominant."
Nov. 3, 2021: The Justice Department and the merger parties amend their timing agreement, pushing back the deadline to late February.
Dec. 9, 2021: UnitedHealth Group says the company intends to complete the merger April 5, 2022, barring any changes.
Jan. 25, 2022: Change Healthcare considers selling off assets to make its merger with UnitedHealth Group easier.
Feb. 2, 2022: The National Community Pharmacists Association issues another call to block the merger, this time to the Federal Trade Commission.
Feb. 15, 2022: Reporting breaks that the Justice Department is considering blocking the deal via a lawsuit. At the same time, both companies are preparing for a "last rites" meeting with the department as the end of their previous timing agreement draws near.
Feb. 17, 2022: Change Healthcare and UnitedHealth Group give a deadline of Feb. 27 for the Justice Department to intervene to block the deal.
Feb. 24, 2022: The Justice Department files a lawsuit challenging the acquisition.
Feb. 24, 2022: The American Hospital Association praises the Justice Department for challenging the deal, saying in a statement, "Had the DOJ allowed this transaction to move forward it would have permitted a massive concentration of sensitive healthcare data in the hands of a single, powerful owner with an inherent conflict of interest."
March 17, 2022: UnitedHealth Group blasts the Justice Department in a public statement, saying the lawsuit is based on theories with "no basis in fact and law."
April 5, 2022: Optum and Change Healthcare set a $650 million merger reversal fee and extend their merger agreement through 2022.
April 22, 2022: UnitedHealth Group says it will sell Change Healthcare's claims-editing business if its deal is approved by regulators. UnitedHealth says it entered into a purchase agreement with private equity firm TPG Capital. UnitedHealth would divest ClaimsXten for $2.2 billion.
Aug. 1, 2022: The federal bench trial over the Justice Department's challenge of the deal begins in Washington, D.C.
Aug. 4, 2022: Former UnitedHealth Group CEO David Wichmann, who oversaw the deal's development, testifies that company policies would not be able to prevent all potential abuses of data, but added those concerns are "entirely without merit."
Aug. 10, 2022: UnitedHealth Group CEO Andrew Witty testifies that UnitedHealth and OptumInsight and the other companies under the Optum umbrella are kept "strictly at arms' length."
Aug. 15, 2022: Witness testimony concludes. Closing arguments are scheduled for Sept. 8.
Sept. 8: U.S. District Judge Carl Nichols questions the Justice Department's argument that the sale of ClaimsXten was not enough and the deal would give UnitedHealth "unprecedented monopoly power" over claims payments. The judge suggests another company would eventually arise to compete in claims processing anyway, so the merger would not create a monopoly.
Sept. 19: Mr. Nichols rules in favor of the merger, rejecting the Justice Department's lawsuit. He directs UnitedHealth Group to divest ClaimsXten. Assistant Attorney General for the Antitrust Division Jonathan Kanter says the department "respectfully disagrees with the court's decision and are reviewing the opinion closely to evaluate next steps."