Concord, NH – New Hampshire Attorney General John M. Formella announces that the Charitable Trusts Unit and Consumer Protection and Antitrust Bureau have completed their respective reviews of the proposed transaction between Exeter Health Resources, Inc. ("EHR"), including Exeter Hospital, Core Physicians LLC, and Rockingham VNA & Hospice, and Beth Israel Lahey Health, Inc. ("BILH"). The Charitable Trusts Unit is required to review acquisition transactions involving nonprofit hospitals in accordance with RSA 7:19-b. The Consumer Protection and Antitrust Bureau reviewed the transaction pursuant to its authority under RSA 356 and RSA 358-A to evaluate the likely competitive impact of the proposed transaction for the benefit of consumers.

Based on the Consumer Protection and Antitrust Bureau's investigation, the Attorney General determined that the transaction, as originally contemplated, constituted an unfair method of competition and risked substantially lessening competition. The Attorney General worked cooperatively with the parties and negotiated proposed terms that will alleviate the potential harm to health care consumers in New Hampshire.

Today, the Attorney General filed a fully negotiated proposed Final Judgment in the Merrimack County Superior Court containing the negotiated terms. If approved by the Superior Court, the terms will ensure there are adequate protections for consumers, and that the benefits promised by the parties from the transaction are ultimately delivered to the Exeter community.

The Charitable Trusts Unit also issued its report on the proposed transaction between EHR and BILH today. The Charitable Trusts Unit found that the transaction substantially complies with the terms of the health care charitable trusts change of control statute, subject to certain conditions. Those conditions are included in the proposed Final Judgment. The Charitable Trusts Unit's report is attached.

"EHR found a complimentary partner in BILH who was willing to make enforceable commitments to Exeter and the State," said Attorney General Formella. "We are pleased with the cooperation and willingness of BILH to make significant commitments to the community. We look forward to seeing the numerous benefits promised by the parties delivered to New Hampshire consumers."

As part of a $375 million capital commitment to EHR, BILH will fund and operate a minimum of ten Designated Receiving Facility beds on the EHR campus for at least ten years. Exeter Hospital will also maintain labor and delivery services for at least ten years.

Some of the other terms in the proposed Final Judgment include:

• EHR and BILH agree to prohibitions on certain anticompetitive contracting terms and practices with commercial health insurers;
• EHR and BILH agree to protections for physicians and mid-level providers in relation to restrictive covenants and, interference with patient referral patterns and treatment decisions;
• EHR and BILH will develop a Clinical Services Growth Plan to bring additional services to the Exeter community; and
• An independent third party monitor will ensure the parties' compliance with the terms of the Final Judgment.

In addition, BILH agreed to pay the State $10 million over the ten-year term of the proposed Final Judgment, with the funds to be used for the benefit of New Hampshire healthcare consumers. The priority for the funds is for the establishment of a New Hampshire health care market research entity that would monitor, analyze, and publicly report on the New Hampshire health care market. "As a result of continued provider and insurer consolidation, transparency in the New Hampshire market is critical for consumers and the government to evaluate and make informed health policy decisions," said Attorney General Formella.

The terms in the proposed Final Judgment are based on experts' in-depth analysis of the anticipated loss of competition between the parties as well as the potential for cross-market effects from the proposed affiliation. BILH is a large Massachusetts health system with two academic medical centers and eleven community hospitals. The transaction, as originally proposed, created a risk that post-affiliation, BILH could leverage its existing market power, particularly in negotiations with commercial health insurers leading to increased prices for consumers and employers.

"As we welcome a large out-of-state system into New Hampshire, we must be mindful of the potential risks the transaction poses to health care consumers. New Hampshire consumers already pay high prices for health care in this State and it is essential that appropriate conditions are placed on the parties and there is sufficient transparency to the public on the transaction," said Attorney General Formella.

The complaint  and proposed final judgment  are attached. The terms are subject to court approval.