Department of Managed Health Care Provides Independent Analysis of the Competitive Effects of Centene’s Proposed Acquisition of Magellan Health

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By William Espinosa

On October 12, 2021, Deborah Haas Wilson, PH.D., who was retained by the Office of the California Attorney General on behalf of DMHC, published her independent analysis of the anti-competitive impact on subscribers and enrollees of a proposed acquisition between two major health insurance companies. This analysis, titled Competitive Effects Analysis of Centene’s Proposed Acquisition of Magellan Health, examined the competitive effects of Centene Corporation’s (Centene) proposed acquisition of Magellan Health, Inc. (Magellan), which was filed on January 12, 2021. Under Health and Safety Code section 1399.65(b), DMHC is permitted to “disapprove [a proposed] transaction or agreement if the director finds the transaction or agreement would substantially lessen competition in health care service plan products or create a monopoly in this state, including, but not limited to, health coverage products for a specific line of business.”

On October 27, 2021, DMHC held a public meeting specifically to address this acquisition. As stated in the notice of public meeting, the acquisition in question proposes a “change of control through the acquisition of [Human Affairs International of California (HAI-CA) and Magellan Health Services of California, Inc. – Employer Service’s (MHSC)] indirect parent, Magellan Health, Inc. by Centene Corporation … through its subsidiary Mayflower Merger Sub, Inc.” Centene and Magellan both sell behavioral-specific healthcare financing services, pharmacy benefit management (PBM) services, specialty pharmacy services, and employee assistance programs (EAPs) in California. Additionally, Centene sells healthcare financing services, and Magellan sells behavioral-specific healthcare financing services, PBM services, and specialty pharmacy services to sellers of healthcare financing services that compete with Centene. If the acquisition is completed, Centene would own “100% of the issued and outstanding shares of capital stock of Magellan, HAI-CA, and MHSC.”

The analysis addresses the potential anti-competitive concerns that could occur because of the proposed acquisition and sets forth various recommendations. It first states that the proposed acquisition is unlikely to lessen horizontal competition for behavioral-specific healthcare financing services in a substantial manner because Centene and Magellan have different enrollee pools, and thus little “head-to-head” competition for business. The analysis then concludes that horizontal competition for EAPs will likely be lessened by the proposed acquisition because of the already small number of EAP sellers with state-wide provider networks in California, such as the ones provided by Centene and Magellan. The analysis, therefore, recommends that Centene or Magellan be required to divest its EAP business in California and that enrollees of the group who do not divulge their EAP business be given the option to switch to the other group on “same or better terms” for a short period. The analysis also states that the proposed acquisition will likely have little effect on the competition for PBM services and specialty pharmacy services due to Centene and Magellan having small national shares in these markets.

As for vertical competition concerns, the analysis found that there would likely be little change to competition as a result of the acquisition, but identifies potential issues that may occur. According to the analysis, some interviewees expressed concern that they would not be able to provide adequate coverage for enrollees without access to the Magellan network of providers. The analysis, therefore, recommends that “the Centene-Magellan combined entity be prohibited from making any contractual arrangements with behavioral care providers that restrict behavioral care providers’ ability to contract with direct purchasers of healthcare services.” The analysis further recommends that the merging groups should not be able to share “[their] employees, processes, information technology systems, or data [with the other]” and that a third party should ensure this does not occur.

Finally, the analysis addresses the issue of disruption of care to Magellan or Magellan customers who are Centene’s competitors and could no longer agree to contract with Magellan. The analysis states that this could lead to a lapse in continuity of care. The analysis, therefore, recommends that enrollees of Magellan network plans “be required to continue to provide access to these services for a period of two years at prices that increase by no more than the prior year’s inflation rate.”

The public comment period concluded on November 3, 2021.

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