Optum, Change Healthcare set $650M merger reversal fee, extend agreement through 2022

Optum and Change Healthcare are extending their merger agreement through the end of 2022 and setting a $650 million reversal fee if the deal isn't successful, according to an April 5 press release.

In a joint statement, the companies said, "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."

Optum, a subsidiary of UnitedHealth Group, first announced its intention to acquire Nashville, Tenn.-based Change Healthcare for $13 billion in January 2021.

In March 2021, the American Hospital Association denounced the proposed merger, citing the potential for harm to providers and reduced competition for healthcare IT services. The move triggered an investigation by the Justice Department, which came to an agreement with the two companies in August 2021.

In February 2022, the National Community Pharmacists Association asked the Federal Trade Commission to investigate the proposed merger in the context of anticompetitive behavior.

The same month, the Justice Department filed a lawsuit to challenge the merger, saying it would harm competition in commercial markets, raise costs on millions of people and give UnitedHealth too much power in electronic data transactions. On March 17, UnitedHealth claimed the lawsuit has "no basis in fact and law."

Change Healthcare and Optum are expected to explain the benefits of the merger during a two-week trial starting Aug. 1.

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