On Friday, July 3rd, 2015, Aetna and Humana announced a $37 billion merger, the largest in the history of Health Insurance, in part cash and part Aetna stock for Humana stock at a modest 29% premium over Humana stock price as in May 2015. This merger values Humana at about $230 a share. Humana shareholders will receive $125 in cash and 0.8375 Aetna common shares for each Humana share. Aetna’s shareholders would own approximately 74 percent of the combined company and Humana’s shareholders would own approximately 26 percent. Upon approval from regulators, the merger is to be closed in the second half of 2016.
Over the past few years, Humana has set itself up as a leader in the Medicare Advantage space.
According to a study conducted by Kaiser Family Foundation, Humana holds about 19% of the Medicare Advantage market as compared to Aetna, which holds only about 7% of the market. This merger allows Aetna to triple its Medicare Advantage business taking it to the #1 single carrier spot in the business trailed by United Health.
Nearly 7.5 million of Humana’s 14.2 million members were enrolled in individual or group-related Medicare plans as on March 31st, 2015; that’s more than double the combined number of Medicare enrollees at Aetna, Cigna and Anthem. This made up nearly 72 percent of Humana’s total revenue in 2014, compared to 25 percent for non-Medicare plans.
By contrast, Aetna is a leader in the diverse commercial insurance space.
With the employer sponsored insurance landscape changing and potentially slowing down, Aetna saw government business as the avenue for its future growth. The Affordable Care Act (ACA) is helping expand Medicaid coverage in several states as it attempts to provide health coverage for millions of uninsured people. Meanwhile, Medicare Advantage has seen its total enrollment triple over the last decade to 16.8 million people.
This merger has been connoted as being inevitable in a changing healthcare landscape post ACA. Both companies have announced that this merger will help consumers in terms of better products and services due to the merger making way for better technology, products and relationships with healthcare providers. Further, they announced this as a merger of complementary strengths in markets served and technologies used.
About 2 years ago, in May 2013, Aetna acquired Coventry Health Care for $6.9 billion as the first step in consolidating its government business. With that acquisition, Aetna had added approximately 3.7 million medical members and 1.5 million Medicare Part D members. In addition, Aetna’s Medicaid business had grown from 1.1 million members to more than 2 million members, and its Medicaid footprint had expanded from 12 to 16 states.
With the current merger, the combined Aetna-Humana company’s government business — Medicare, Medicaid and Tricare — will be based in Louisville, KY where current Humana corporate headquarters are located, and will be the biggest part of the company, totaling about 56% of the combined companies’ projected 2015 operating revenue of about $115 billion.
The combined company will cover more than 33 million people, only led by UnitedHealth Group and Anthem. The combined company would be the second-largest insurer by revenue, just behind United Health.
Aetna and Humana are in nine of the same states in Medicare Advantage. Combined, they would have market share of 88 percent in Kansas, 80 percent in West Virginia, 58 percent in Iowa and 51 percent in Missouri. Regulator dynamics will soon be in play in these markets to ensure that monopolization is kept at bay and true consumer interest is in action by encouraging competition. How, is yet to be seen. However, such major consolidations potentially increase insurer’s influence with federal regulators.
Although insurers and investors apparently see a benefit in these mergers, it’s yet to be seen how the economies of scale play out for end consumers. With the size of the companies coming together in a yet larger consolidation, is more of scale economics still possible? Or are such mergers only going to lead to consolidation with one or two behemoths taking over an entire market, thus narrowing down any competition or innovation that comes with competition?
From a consumer benefit standpoint, its still unclear what is to come? With the power exercised by such a merger, the combined company could push providers to provide better outcomes at lower prices. You could also argue that there would be more streamlined and limited number of choices available for consumers to choose from. However, less competition could also lead to higher premiums, higher out of pocket costs and narrower networks.
While announcing the merger, Mark Bertolini, CEO of Aetna said, “You need to have enough power and enough presence at the local market level to be able to create relationships and efficiencies that are to consumers’ advantages. That requires “larger organizations, more capital, more technology and more intellectual property. That’s what’s driving the consolidation.”
One signal, if it means anything would be what Mr. Bertolini did in the recent past. He raised the minimum wage for Aetna employees to $16 an hour and lowered workers’ out of pocket insurance costs. He announced that he has incorporated those benefits into financial projections for current Humana employees post merger. He was also in the news recently for encouraging all his employees to take up free meditation and yoga classes at various Aetna locations to combat stress and get on the path of wellness. This speaks to where his true heart lies in terms of setting an example and signals a ray of hope on things to come from this merger.
Image Courtesy of FreeDigitalPhotos.net, Wall Street Journal & Kaiser Family Foundation