Context

: Circle Health Holdings acquired 100% of GHG Healthcare Holdings Limited, the indirect parent of BMI Healthcare, creating a combined private hospital group operating 55 hospitals and clinics across the UK. The transaction was reviewed by the UK Competition and Markets Authority (CMA), which identified competition concerns in two local markets — Bath (where the Parties were the two largest PHMS providers and competed closely) and Birmingham (where Circle's planned new hospital would have competed directly with BMI's two existing facilities). The CMA found no SLC concerns in Reading or at the national PMI pricing level. The CMA was considering accepting undertakings from Circle under Section 73 of the Enterprise Act 2002, with a deadline of April 17, 2020, failing which a full Phase 2 referral would be made. The review was conducted against the backdrop of the COVID-19 outbreak, which had temporarily placed all private hospital capacity under NHS control and delayed the planned opening of Circle's Birmingham hospital.

Target

BMI Healthcare is one of the UK's largest independent private hospital operators, operating 52 hospitals and clinics throughout the United Kingdom at the time of the transaction. The group provides elective care services across virtually all clinical specialties to both NHS-funded patients and privately-funded patients — the latter comprising both self-pay patients and patients covered by private medical insurance (PMI).