Post-pandemic, several deals have entered the healthcare M&A pipeline. LaingBuisson reports that advisers have appointed to help sell businesses in children’s services (Keys Group, Sandcastle Care and Priory Group), mental health (Huntercombe Group and Priory Group), private hospitals (Aspen Healthcare) and specialist care (Active Care Group).
Competition and Markets Authority (CMA) intervention will be a material risk for most of these transactions if the acquirer is already active in the same market(s). This blog provides an overview of CMA intervention risk in each sector together with pointers for further analysis and information.
In children’s services, the CMA has reviewed several deals in recent years looking at market sub-segments in residential homes, specialist schools, and fostering services. Keys Group and Priory are the second and third largest providers of children’s residential homes in England (albeit with national market shares at around the 5% level). All three (i.e. Keys, Priory and Sandcastle) have a strong presence in different regions, which is a risk factor for CMA intervention.
Much will depend on the extent of any geographic overlap with an acquirer. Increasingly vocal local authorities mean that it is unlikely that any acquisition will slip under the CMA’s radar, and CMA reviews may well happen even if any acquisition is ultimately cleared . (Further analysis by Aldwych Partners of the children’s residential homes market can be found here.)
In adult mental health, Priory Group and Huntercombe are both major providers (alongside Cygnet, Elysium and St Andrew’s). The main private providers have significantly larger national market shares in adult mental health compared with children’s services, and the CMA has intervened in both major acquisitions in the sector in recent years. Divestments were required to secure CMA approval of both Acadia’s acquisition of Priory Group and Cygnet’s acquisition of Cambian’s adult mental healthcare services.
In private hospitals, the CMA’s recent review of Circle’s acquisition of BMI Healthcare, where Circle has agreed to sell two of its three pre-existing sites to secure CMA clearance) shows the regulator’s sensitivity to further concentration among the UK’s private hospital operators. Aldwych Partners’ analysis of competition risks for potential acquirers of Aspen Healthcare from earlier this year can be found here. We would, however, add a health warning that the CMA’s decision on Circle/BMI – published after this analysis – contained some unusual findings on competition between hospitals that may have implications for potential acquirers of Aspen Healthcare.
In specialist care, Active Care Group cares for people suffering from a range of conditions including brain and spinal injuries, epilepsy and learning disabilities. Any competition-related concerns would be likely to focus on Active Care’s residential, rather than supported living, services. If the sale includes the recently acquired Christchurch, then a purchase by a similarly specialist provider of neuro-rehab services would seem to hold the greatest risk for CMA intervention. A recent look at the neuro-rehab sector by Aldwych Partners can be found here.
For further assistance …
Aldwych Partners has advised on competition risks and secured CMA clearance for numerous transactions across children’s services, mental health, hospitals and specialist care. Please feel free to contact Andrew Taylor (email@example.com) or Nick Warren (firstname.lastname@example.org) if we can be of assistance.