New Hampshire Attorney General Gordon J. MacDonald announces that the Charitable Trust Unit (CTU) and the Consumer Protection Bureau (CPAB) have completed their respective reviews of the proposed transaction involving Elliot Health System and Southern New Hampshire Health System. The systems propose to integrate under a combined regional system called Solution Health while maintaining independent identities and functions as well.

The CTU commenced its review on November 3, 2017 after the parties submitted a Notification of Transfer under New Hampshire’s charitable trust statute. This review considered whether the boards of directors complied with their fiduciary duties including whether the transaction is in the best interests of the organizations and their communities. While the proposed transaction met a number of statutory requirements, the Notice lacked detail concerning how the transaction would meet the best interest of the communities' standard. Therefore, the CTU Director imposed a number of conditions to ensure that the best interest of the communities is properly addressed in the transaction. The Report of the Director of Charitable Trusts is attached.

The CPAB performed a preliminary antitrust review to consider the potential impact that the proposed combination may have on the competitive landscape. Preserving a competitive health care market, including among nonprofit entities, helps ensure that services are provided at affordable rates and with incentive to increase quality and to find new ways to improve health care delivery. The CPAB determined to take no formal action at this time while maintaining authority to pursue remedies in the future should circumstances warrant it. The CPAB's letter provides further detail and also is attached.

Attachments:

• Report of the Director of Charitable Trusts: Proposed Transaction between Elliot Health System and Southern New Hampshire Health System, Inc. (March 5, 2018)
• Letter of CPAB: Elliot Health System and Southern New Hampshire Health System Combination (March 5, 2018)