UnitedHealth Group and Amedisys have asked the courts to dismiss the federal government's challenge to their $3.3 billion merger, arguing that the Department of Justice (DOJ) has not made a clear enough case that it would be anticompetitive.
In the filing, submitted Wednesday in federal district court in Maryland, the companies said that the DOJ has not clearly outlined the regions in which the combination would limit competition. It lists “hundreds of local home health markets,” “dozens of hospice markets,” and “hundreds of local labor markets" in its complaint, according to the motion, which should, the companies argue, lead to dismissal.
For instance, it hasn't made clear in the lawsuit what constitutes a "local" market, the companies argued. The term could encompass a township, a city, a county, a cluster of counties, intrastate regions and more, but that's not defined outright in the complaint, according to UHG and Amedisys.
In addition, the companies said that a list of home health and hospice locations is attached to the original complaint, but it's just a rundown of locations owned by UnitedHealth and Amedisys and doesn't delineate the actual markets in question.
UHG and Amedisys said they "do not file this motion lightly" as they worked with the feds to avoid the lawsuit. In the discovery period, the companies specifically requested details on the geographic markets that would no longer be competitive, according to the filing.
"Plaintiffs’ complaint violates a core pleading requirement of any antitrust case: it fails to allege clearly defined relevant geographic areas where Plaintiffs contend competition will be substantially lessened," the companies said in the filing. "Failure to allege where competition will be affected, or identify principles for determining where competition occurs, is a fundamental deficiency that requires dismissal of Count I."
They also said that the federal government would almost certainly know the markets it's concerned about, given that it probed the UnitedHealth-Amedisys merger for more than a year.
The companies added that it is atypical for them to request a dismissal in a case like this, but the missing details around the anticompetitive markets is also not the norm for an antitrust suit.
"UHG and Amedisys acknowledge that it is unusual to file for dismissal in a merger challenge brought by government antitrust enforcers," they wrote in the filing. "But Plaintiffs’ complaint is exceptional, breaking with nearly 30 years of practice in antitrust merger actions. In virtually every single merger case filed between 1992 and 2024, the complaint included the detail about alleged geographic markets that is conspicuously missing here."
The Justice Department sued to block the deal in November, saying it would stifle competition in home health and hurt patients who are seeking such services. The DOJ also argued that the deal was part of a "sustained strategy of acquiring, rather than beating, competition" on the part of UHG, which has been active in the M&A space for years as it grew to be the largest healthcare company in the U.S.