4.14.21
With the anticipated increase in acquisitions and consolidations of health plans, it’s critical that those involved with a transaction develop a reasonable purchase price, perform due diligence to confirm the condition of the health plan being acquired, 然后设计一个量身定制的集成方案,以实现预期的价值.
估值对并购整合过程的影响
Health plan consolidations are premised on achieving specific goals, often including:
- 扩大市场份额.
- 业务范围和产品多样化.
- Improved service after investment in member-friendly, scalable systems and processes.
- Improved quality through more widespread application of care management programs.
- 通过以下方式降低成本:
- Reduction of administrative cost through functional consolidation to attain economies of scale.
- Reduction of medical cost through an enhanced negotiating position with providers.
然而, one comprehensive study indicated that fewer than half of health plan mergers result in sustained improvement in comparative market value three years after the deal has closed. [1] 另一些人注意到,即使实现了成本节约, 它们通常不会以较低保费的形式转嫁给消费者, 哪些因素会限制会员的增长.[2]造成这些结果的原因有很多, including the declining value of administrative cost reductions in larger-scale transactions with complex multistate organizations.[3] Such observations indicate the need for a focused merger 整合计划 with feasible goals, 清晰的优先顺序, 还有一个衡量结果的过程. Designing the valuation process with a view to advancing the 整合计划 can benefit the transaction significantly by enabling the parties to:
- 建立优先级: Not all performance improvement opportunities are created equal—the valuation process can start to identify the magnitude of the opportunity and the ease with which improvement can be achieved, thereby helping establish merger integration priorities or areas for further evaluation. 成功往往孕育成功, and achieving fast gains in the merger integration process can build organizational momentum and commitment to fully realize merger benefits.
- 设定工作表现报告基准及目标: Every 整合计划 benefits from having starting point benchmarks and clear goals. The valuation sets the performance benchmark for the most recently completed reporting period. Although the valuation expert relies on the representations of management and may not have audited financial information on the most recent year’s performance, the data request and management forecast interview add context to the forecast and enable an experienced valuation expert to gain an understanding of health plan operations. The forecast establishes the initial performance benchmarks and begins to frame the transaction goals that are both achievable and sustainable.
- 识别实现目标的机会: The valuation is the starting point for identifying opportunities for performance improvement that should be prioritized during the merger integration process, 实现交易目标, 塑造尽职调查的范围. Typical opportunities identified during the valuation process include the following:
- 员工整合: The valuation and due diligence process can reveal proficiencies or deficiencies in a staff’s performance of certain tasks. 在管理层面试期间, 讨论的一部分可能专门讨论工作人员的能力, 取决于信息要求披露的内容.
- 供应商整合: With valuation customarily identifying significant vendors and contract expiration dates, the acquiring or successor plan can evaluate relevant vendor performance and identify vendor consolidation opportunities. 规模可以改善某些资产购买(例如.g.(IT基础设施)或云顶集团合同(例如.g.(电信、医药福利经理、行为健康采购福利). 除了, vendor consolidation can reduce cost and achieve health plan–workforce efficiencies. Understanding the major vendor contracts can help quickly identify opportunities for improvement.
- 产品整合: The administrative cost of maintaining plans can be reduced by product consolidation, but cost reduction may also involve onetime consolidation costs related to transitioning members to a new plan that aligns with their needs. 另一个机会是医疗保险优势. Product consolidation or reconfiguration may result in a CMS contract termination. 经常, 被定为终止目标的合同的绩效低于4星, and the health plan may look to shift members to plans with a 4- or 5-star rating, 对转换后的成员产生收入增强. 在这两种情况下,风险都是成员叛逃.
- 整合: 与IT整合相关的选项和挑战有很多. 在健康计划内, IT功能通常与数据存储保持一致, 网络和数据管理, 应用程序开发和支持, 分析和报告. 虽然这些都提供了潜在的机会, the valuation information request and the management forecast interview will provide the greatest insight on performance of selected applications and the analytics and reporting functions.
- 提高收入: The two areas of fastest revenue enhancement are usually risk adjustment and quality program recoveries. 管理层对未来业绩的预测, 特别是在预测中表现明显改善的情况下, can provide quick insight that a significant opportunity can be quickly realized.
- 供应商合同合并: Often, small plans do not have the resources to implement and support value-based arrangements. 除了, 缺乏市场影响力, they tend to accommodate a wide range of payment methodologies to secure the provider agreements necessary to ensure network adequacy. The valuation process can uncover clues to the opportunity that lies within provider contracts.
一个精心 planned and executed valuation can provide great insight into the target health 计划的运作和财务状况. 反过来,这种洞察力可以指导 development of certain elements of the due diligence plan and, ultimately, the 整合计划. 在整体交易价值的背景下,估值 能否证明这是一项为未来成功奠定基础的合理投资.
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脚注
- 1.
德勤,“释放健康计划M的价值”&A:有时候交易不会兑现”,2013年. The study surveyed health plan merger and acquisition transactions between 2006 and 2011 to reach its conclusion.
- 2.
利莫·丹尼,《云顶集团》NEJM Catalyst, 2016年10月24日.
- 3.
Paul von Ebers,“大型健康保险合并:是 越大越好?, 2016年1月22日《官方网站》.