Merger Update: UnitedHealth-Optum/EMIS

CMA provisionally clears NHS healthcare tech deal

The CMA has provisionally found no competition concerns in the deal between specialist health care tech and software companies which provide services to the NHS.

The Competition and Markets Authority (CMA) has provisionally cleared UnitedHealth's proposed £1.2bn purchase of EMIS following an in-depth investigation.

The NHS is increasingly seeking digital and data-driven solutions to help improve the delivery of healthcare in the UK. EMIS supplies data management systems to the NHS, including the electronic patient record system used by the majority of NHS GPs in the UK. Optum, part of the US healthcare giant UnitedHealth, currently supplies software used by GPs when prescribing medicines, as well as data analytics and advisory services that the NHS uses to help improve overall healthcare and health service provision.

While the merging businesses do not supply competing services, Optum and its competitors use the data that EMIS holds and integrate their own software with EMIS's electronic patient record system to compete in other markets, including the supply of population health management services and medicines optimisation software.

A CMA Phase 1 investigation had identified initial concerns that the merger ran the risk of worse outcomes for the NHS by reducing competition. These concerns have been probed in more detail in a Phase 2 investigation overseen by an independent panel which has now provisionally found the merger does not raise competition concerns.

The investigation confirmed that EMIS, as the lead supplier to NHS GPs across the UK, holds a particularly strong market position in the supply of electronic patient record systems but, further evidence-gathering and analysis found the combination of this position with Optum's activities should not present competition concerns.

In the supply of population health management services, the independent panel provisionally found that the merged business would not, in practice, be able to use the EMIS business to harm the competitiveness of rivals. This is primarily because the NHS would be able to use its oversight role to prevent the merged business from pursuing this kind of strategy.

In relation to the supply of medicines optimisation software, the independent panel has provisionally found that it would not be commercially beneficial for the merged business to restrict access to EMIS's electronic patient record system. In particular, a more detailed analysis of the market shows that such a strategy would likely be unprofitable with any possible gains being limited and capable of being reduced through intervention by the NHS.

Kirstin Baker, chair of the independent inquiry panel carrying out the investigation, said:

"Digital technology and data analytics play an increasingly important role in supporting high quality healthcare in the NHS and so it's important we investigate this deal thoroughly.

"We want to ensure the NHS continues to benefit from innovation and efficiencies brought about by technology services competing for its business. After carefully considering a broad range of evidence, we have provisionally found that this deal is not expected to harm competition or adversely affect patients."

Today's findings are provisional, and the CMA will now consult on its findings and listen to any further views before reaching a final decision.

The CMA welcomes responses from interested parties to its provisional findings by Friday 1 September 2023. These will be considered ahead of the CMA issuing its final report, which is due by 5 October 2023.

More information can be found on the CMA's Optum / EMIS case page.

-ENDS-

NOTES TO EDITORS

1.   Optum is part of UnitedHealth Group Incorporated a large US healthcare insurance, healthcare, and health data analytics business. In the UK, UH operates through Optum Health Solutions (UK) Limited (Optum) and provides:

(a) Medicines optimisation (MO) software: MO software suggests alternatives to doctors when they are prescribing medication in order to increase effectiveness and reduce costs.

(b) Population health management (PHM) services which encompasses a broad range of products and services that use data analytics to improve physical and mental health outcomes across a population.

2.   EMIS is an established UK-based healthcare software business that provides a range of IT solutions to the NHS, including a primary care electronic patient record (EPR) system, EMIS Web. EMIS Web allows GPs to manage appointment bookings, conduct patient consultations, and update, store and share patient records. EMIS also offers EMIS-X Analytics (EXA), software which allows users to conduct data analysis

3.   The CMA's Phase 1 investigation started on 20 January 2023 after the companies announced the acquisition in 2022, and the deal was referred for a Phase 2 investigation on 31 March 2023.

4.   The CMA gathered and assessed a wide range of evidence, including thousands of internal business documents from EMIS and Optum. The CMA also gathered evidence from requests for information and calls with competitors as well as customers across the NHS and from NHS England.

5.   In a Phase 2 review, the panel considers whether it is more likely than not that a deal will substantially lessen competition - a higher threshold than Phase 1. Accordingly, some mergers that are referred to Phase 2 will ultimately be cleared.

6.   A further explanation of Population Health Management can be found on the NHS website.

7.   For more information, journalists should contact the CMA press office by email on [email protected] or by phone on 020 3738 6460.

8.   All enquiries from the general public are directed to the CMA's General Enquiries team on [email protected]  or 020 3738 6000.