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UnitedHealth, Change meet requirements for DOJ investigation, agree not to merge before February 

The companies have certified substantial compliance with a request for additional information from the Department of Justice, which opened an investigation of the merger in March. They struck an agreement with the agency not to merge until February of 2022, unless it drops its investigation before then. 

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UnitedHealth Group and Change Healthcare are one step closer to closing their planned $13.5 billion merger.

In a Wednesday filing, Change Healthcare disclosed the companies had “certified substantial compliance” with a request for additional information by the Department of Justice’s (DOJ) antitrust division. The companies agreed not to close the deal until Feb. 22, 2022, unless the DOJ closes its investigation before then.

The two companies first announced the merger back in January, with UnitedHealth planning to acquire Change Healthcare for $25.75 per share in cash. The company would become part of UnitedHealth’s OptumInsight health services business, adding to its data analytics, research and revenue cycle management capabilities.

The DOJ opened its investigation of the deal in March, after the American Hospital Association warned that the deal would reduce competition in health IT services, and consolidate large swaths of health data owned by the two companies.

By complying with the DOJ’s request, the companies moved the deal one step closer to closing.

Normally, at this point, companies would have to wait a month before closing the deal, during which the DOJ must decide whether to challenge the merger. But in this case, UnitedHealth and Change agreed with the agency to wait for 120 days after they had certified compliance before merging.

Although it’s an important step in the process, it doesn’t necessarily mean the merger is a done deal. Regulators can still sue for an injunction to block the acquisition.

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