News & Updates
California Department of Insurance
March 22, 2016
SACRAMENTO, Calif. - Today Commissioner Jones issued the following statement on the acquisition of Health Net, Inc. by Centene Corporation:
"Today, I approved the acquisition of Health Net Inc. and Health Net Life Insurance Company by Centene Corporation, with strong conditions required of Centene and Health Net to protect California's consumers. After thorough review including extensive public input, I concluded that this transaction provides an opportunity to bring new capital and resources from a major national health insurer largely outside of California (Centene) to enable a California health insurer (Health Net) to continue to compete and offer consumers additional choices in California's individual, small group, and large group commercial health insurance market.
The conditions for my approval of this merger include:
"There are many reasons to be skeptical about health insurance mergers. Economic studies of past health insurance mergers have found that health insurance mergers have not benefitted consumers with lower prices. Studies show that health insurance prices increased after mergers. This merger and the current condition of the companies involved, however, present circumstances which led me to conclude that, with strong and comprehensive conditions, this particular merger was in the best interest of Californians.
"Health Net Life Insurance, despite its name, is a health insurance
company. Health Net Life has had declining market share and declines in covered
lives in its commercial health insurance business. The merger with Centene
provides Health Net Life with access to additional capital and resources to
better position Health Net to compete successfully in a California market
dominated by three much larger health insurers (Kaiser, Anthem Blue Cross of
California, and Blue Shield of California) and several other national health
insurers (e.g. United Health Care, Aetna, CIGNA). In California's free market
system of private health insurance there is no guarantee with regards to the
ultimate outcome of competition, but after consideration of the extensive public
testimony and voluminous record I have concluded that this merger provides
Health Net Life with resources needed to compete, whereas disapproving the
merger will leave Health Net Life continuing to struggle with declining market
share and losses-an ultimately unsustainable position and one that could result
in the loss of the fourth largest health insurer in the market with concomitant
decrease in competition.
"As part of the Department's review process, I held a daylong public hearing to which the public was invited and given the opportunity to ask questions directly of the Centene and Health Net executives. I was not required to do so by law, but I believe the public has a right to know about and participate in merger proceedings. I gave members of the public the opportunity to question directly the executives of Centene and Health Net. We also requested and obtained from Centene and Health Net voluminous documents about the companies and their operations, to better to be able to assess the merger proposal. We heard hours of public testimony. All of this information was considered as a part of my decision. Most if not all of the many organizations and individuals which testified at the public hearing, including consumer organizations, did not seek denial of the merger. Instead, consumer organizations, medical providers and others testified that if the merger is approved, it should include conditions to make sure that Health Net continues to compete in California's health insurance market and that it improves access and quality of care associated with Health Net.
"Based on all of these considerations, I approved this transaction for several important reasons.
"The merger conditions also include reporting and monitoring
requirements and establish significant financial consequences to Centene and
Health Net in the event that requirements and conditions are not met.
"To prevent Health Net Life from being at a competitive disadvantage with
regard to its dramatically larger competitors, some of the conditions and
specific requirements, which impact Health Net Life's business plans going
forward, had to be kept confidential. If Health Net Life's competitors were
able to see all the conditions and requirements I have required they could take
advantage of this information to the detriment of Health Net Life, the
California market, and California consumers.
"California's private health insurance market is dominated by a limited
number of health insurers. The market is what economists describe as an
oligopolistic market. It is also what economists describe as a
"naturally" oligopolistic market-to compete successfully in the
private health insurance market requires considerable size, resources, capital,
infrastructure, expertise, and market share. Without the strong
consumer-oriented conditions and the additional outside capital and resources
the merger brings to Health Net Life, there is significant risk of further
consolidation of the market with the loss of a significant existing health
insurer. The approval of this merger with strong consumer-oriented conditions
will enable Health Net to have access to additional capital and resources to
better position it to compete against larger rivals and continue to offer
additional health insurance choices to consumers. The ultimate outcome of that
competition lies within the hands of Centene, Health Net, the market, Health
Nets' competitors, and consumers and businesses who will decide where they want
to purchase health insurance. California is better off, however, with a
stronger Health Net better able to compete and offer consumers and businesses
more choice in health insurance products."