Justice Dept. Sues to Block $13 Billion Deal by UnitedHealth Group

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WASHINGTON — The Justice Department on Thursday sued to block a $13 billion acquisition of a health technology company by a subsidiary of UnitedHealth Group, in the latest move by the Biden administration to clamp down on corporate consolidation.

The agency argued that a deal by UnitedHealth to buy the health tech firm Change Healthcare would give UnitedHealth sensitive data that it could wield against its competitors in the insurance business. The suit was filed in U.S. District Court for the District of Columbia. New York and Minnesota also joined the lawsuit.

A spokeswoman for Optum, the UnitedHealth subsidiary, said in a statement that the Justice Department’s “deeply flawed position is based on highly speculative theories that do not reflect the realities of the health care system,” and added that the company would “defend our case vigorously.” A spokeswoman for Change Healthcare said it was still “working toward closing the merger as we comply with our obligations under the merger agreement.”

The deal is the latest transaction to run into opposition from the Biden administration, which has made countering corporate consolidation a central part of its economic agenda. President Biden signed an executive order last year to spur competition in different industries. He also appointed Lina Khan, a prominent critic of the tech giants, to lead the Federal Trade Commission and Jonathan Kanter, a lawyer who has represented large companies, as chief of antitrust efforts at the Justice Department.

Since then, the F.T.C. has blocked Lockheed Martin from buying a maker of missile propulsion systems and the chip giant Nvidia from purchasing the design firm Arm. Even before Mr. Kanter was confirmed, the Justice Department sued to block the merger of two major insurance brokers; the purchase of Simon & Schuster by the publisher Penguin Random House; and a deal that would have married some of JetBlue’s operations with American Airlines’.

“It’s part and parcel of this effort to make sure that markets truly are competitive,” said William Baer, who previously served as the head of the Justice Department’s antitrust division.

In a statement, Attorney General Merrick B. Garland said the agency “is committed to challenging anticompetitive mergers, particularly those at the intersection of health care and data.”

Optum said last year that it would buy Change Healthcare, a company that offers technology services to insurers. UnitedHealth is one of the largest health corporations in the country, with $287.6 billion in revenue in 2021. In addition to its health care information technology business, its Optum unit owns physician practices, a large chain of surgery centers and one of the nation’s largest pharmacy benefit managers.

At the center of the Justice Department’s lawsuit is the data that Change Healthcare gathers when it helps process insurance claims. The department argued that the deal would enable UnitedHealth to see the rules that its competitors used to process claims and undercut them. UnitedHealth could also crunch data about patients at other insurers to gain a competitive advantage, the agency said.

The lawsuit claims that, according to a UnitedHealth estimate, more than half of American medical insurance claims “pass through (or touch)” Change Healthcare’s systems. It says that UnitedHealth’s former chief executive saw the tech company’s data as the “foundation” of the reasoning behind the deal.

The lawsuit also argued that UnitedHealth could withhold Change Healthcare’s products — which other insurers use — from its rivals or save some of its new innovations for itself. The Justice Department added that the deal would give UnitedHealth a monopoly over a type of service that was used to screen insurance claims for errors and speed up processing.

The companies have said the acquisition will improve efficiency in the industry. They also explored selling the part of Change Healthcare that the Justice Department said would give UnitedHealth a new monopoly.

Lawmakers and regulators have increasingly worried that big businesses could use troves of data to hurt their rivals. A congressional committee has investigated whether Amazon uses data from outside merchants who use its platform to develop competing products, for example. Critics of Facebook have also argued that the company’s having years of user data makes it difficult for an upstart service to challenge its dominance.

Since Mr. Kanter joined the antitrust division at the Justice Department, critics have said he should not oversee cases against companies whose rivals he represented while in private practice. According to a financial disclosure form he filed last year, he once represented Cigna, a major insurer that competes with UnitedHealth, and the remote health care company Teladoc.

Mr. Kanter has not participated in the lawsuit against UnitedHealth, a person familiar with the Justice Department’s case said.

Reed Abelson contributed reporting.


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