IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
Plaintiff,
v.
UnitedHealth Group Incorporated and
PacifiCare Health Systems, Inc.
Defendants.
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Civil Action No. 1:05CV02436
Judge Ricardo M. Urbina
Filed: March 2, 2006
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AMENDED FINAL JUDGMENT
WHEREAS, plaintiff, United States of America, filed its Complaint on
December19, 2005, plaintiff and defendants, defendant UnitedHealth Group
Incorporated and defendant PacifiCare Health Systems, Inc., by their respective
attorneys, have consented to the entry of this Final Judgment without trial or
adjudication of any issue of fact or law and without this Final Judgment
constituting any evidence against or admission by any party regarding any issue
of fact or law;
AND WHEREAS, defendants agree to be bound by the provisions of this
Final Judgment pending its approval by the Court;
AND WHEREAS, the essence of this Final Judgment is the prompt and
certain Divestiture of certain rights or assets by defendants, and their adherence
to certain injunctions, to ensure that competition is not substantially lessened;
AND WHEREAS, plaintiff requires defendants to make certain
Divestitures for the purpose of remedying the loss of competition alleged in the
Complaint;
AND WHEREAS, defendants have represented to the United States that
the Divestitures required by this Final Judgment can and will be made, and that
defendants will later raise no claim of hardship or difficulty as grounds for
asking the Court to modify any of the Divestiture or injunctive provisions
contained herein;
NOW THEREFORE, before any testimony is taken, without trial or adjudication
of any issue of fact or law, and upon consent of the parties, it is
ORDERED, ADJUDGED, AND DECREED:
I. JURISDICTION
This Court has jurisdiction over the subject matter of, and each of
the parties to, this action. The Complaint states a claim upon which
relief may be granted against defendants under Section 7 of the Clayton
Act, as amended, 15 U.S.C. §18.
II. DEFINITIONS
As used in this Final Judgment:
- "Boulder" means the Metropolitan Statistical Area comprising Boulder
County, Colorado.
- "Boulder Contract" means that portion of PacifiCare's current
contract with the Regents of the University of Colorado, effective
January 1, 2004, which covers the commercial HMO insurance of approximately
six thousand and sixty-six (6,066) members as of June30, 2005 resident
in Boulder.
- "Commercial Health Insurance Products" means United or PacifiCare
products for comprehensive commercial health coverage (whether Administrative
Services Only ("ASO") or fully insured) including, but not limited
to: (1)Health Maintenance Organization ("HMO") group products; (2)Preferred
Provider Organization ("PPO") group products; (3)Point-of-Service
("POS") group products; (4)indemnity insurance group products; and
(5)Exclusive Provider Organization ("EPO") group products, but does
not include Medicare Health Insurance Products.
- "CTN" means CareTrust Networks, formerly known as California Physicians'
Service Agency, Inc. ("CPSA"), a California business corporation
that operates the CTN network in California, its successors and
assigns, and its parent, subsidiaries, divisions, groups, affiliates,
partnerships, and their respective directors, officers, managers,
agents, and employees.
- "Divestiture," "Divest" or "Divesting" means the sale, transfer,
ceding, assignment or disposition of the beneficial interest in
a contract or policy for health care coverage included in the Divestiture
Assets by commercially reasonable means in accordance with applicable
law.
- "Divestiture Assets" means the Tucson Commercial Insurance Contracts
and the Boulder Contract, and may also include copies of all relevant
contracts, business records, data and information that specifically
relate to the Divestiture Assets, but excluding defendants' proprietary
assets and know-how used for general application in defendants'
businesses.
- "Legacy United Customers" means existing or new customers that
have, prior to the closing of the Transaction, committed to purchase
or been issued a quote for health care services from United using
the CTN network in California.
- "Transition United Customers" means any customers that have, after
the closing of the Transaction, received a quote for health care
services from United under a policy that has an effective date of
July 5, 2006 or earlier. Such customers and their members may access
the CTN network until no later than July 5, 2006.
- "Medicare Health Insurance Product" means any plan, whether HMO,
PPO, fee-for-service or other, providing managed care Medicare coverage
under any of the following: Medicare Part B, Medicare Advantage,
Medicare Cost Plans, or the Programs of All Inclusive Care (PACE).
- "PacifiCare" means defendant PacifiCare Health Systems, Inc.,
a Delaware corporation with its headquarters in Cypress, California,
its successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships and joint ventures, and their respective
directors, officers, managers, agents, and employees.
- "Purchaser" or "Purchasers" means the entity or entities to whom
the Divestiture Assets are Divested.
- "Transaction" means the merger contemplated by the Agreement and
Plan of Merger dated July6, 2005, by and among United, Point Acquisition
LLC and PacifiCare.
- "Tucson" means the Metropolitan Statistical Area consisting of
Pima County, Arizona.
- "Tucson Commercial Insurance Contracts" means contracts or policies
identified by United for the provision of any Commercial Health
Insurance Products covering at least fifty-four thousand five hundred
and seventeen (54,517) members who reside or work in Tucson, representing
the total number of resident commercially insured members in Tucson
that PacifiCare reported as of June30, 2005. Such contracts include
contracts identified by United covering at least 7,581 members that
obtain health coverage under United or PacifiCare contracts for
Commercial Health Insurance Products with small group employers
(2-50 employees) sitused in Tucson ("Tucson Small Group Employers"),
such 7,581 members representing the total number of resident Tucson
Small Group Employer members that PacifiCare reported as of June30,
2005. Such contracts may otherwise include contracts identified
by United for any Commercial Health Insurance Products entered into
by PacifiCare or United.
- "United" means defendant UnitedHealth Group Incorporated, a Minnesota
corporation with its headquarters in Minnetonka, Minnesota, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships and joint ventures, and their respective
directors, officers, managers, agents, and employees.
III. APPLICABILITY
- This Final Judgment applies to Pacificare and United, as defined
above, and to all other persons in active concert or participation
with any of them who receive actual notice of this Final Judgment
by personal service or otherwise.
- Defendants shall require, as a condition of the sale or other
disposition of all or substantially all of their assets or of lesser
business units that include either the Divestiture Assets or any
rights under United's network access agreement with CareTrust
Networks, that the acquirer agrees to be bound by the provisions of
this Final Judgment. Defendants however, need not obtain such an
agreement from any Purchaser of the Divested Assets.
IV. DIVESTITURES
- Defendants are hereby ordered and directed to Divest the Divestiture Assets
in a manner consistent with this Final Judgment to one or more Purchasers
acceptable to the United States, in its sole discretion, within: (i)one
hundred and twenty (120) calendar days after the date on which the
Transaction closes; or (ii)within five (5) days after notice of the
entry of this Final Judgment by the Court, whichever is later. If
approval or consent from any government unit is necessary with respect
to Divestiture of the Divestiture Assets by defendants or the Divestiture
Trustee, and if applications or requests for approval or consent have
been filed with the appropriate governmental unit within one hundred
and twenty (120) calendar days after the date on which the Transaction
closes, but an order or other dispositive action on such applications
has not been issued before the end of the period permitted for Divestiture,
the period shall be extended with respect to Divestiture of those
Divestiture Assets for which governmental approval or consent has
not been issued until five (5) business days after such approval or
consent is received.
- The United States, in its sole discretion, may agree to one or more
extensions of this time period not to exceed sixty-five (65) days
total and shall notify the Court in such circumstances. Defendants
agree to use their best efforts to Divest the Divestiture Assets as
expeditiously as possible.
- In accomplishing the Divestitures ordered by this Final Judgment,
defendants promptly shall make known, by usual and customary
means, the availability of the Divestiture Assets. Defendants shall
inform any person making an inquiry regarding a possible
purchase that the Divestiture is being made pursuant to this Final
Judgment and shall provide such person with a copy of this Final
Judgment. Defendants shall offer to furnish to all prospective
Purchasers, subject to reasonable confidentiality assurances, all
information and documents relating to the Divestiture Assets
customarily provided in a due diligence process, except
information and documents subject to the attorney-client privilege
or the attorney work-product privilege. Defendants shall make
available such non-privileged information to the United States at
the same time that such information is made available to
prospective Purchasers.
- Defendants shall permit prospective Purchasers of the Divestiture
Assets to have reasonable access to personnel and access to any and
all financial, operational, or other documents and information as is
customarily provided as part of a due diligence process for a
transaction of this type.
- Defendants shall provide to prospective Purchasers, and to the
United States, information relating to the personnel in the sales and
account management of the Divestiture Assets to enable such
Purchasers to make offers of employment to those persons. Prior to
Divestiture, defendants shall not interfere with any negotiations by
any Purchaser to employ any such persons. For a period of one
year from the date of the completion of each Divestiture,
defendants shall not hire or solicit to hire any such person who was
hired by any Purchaser, unless such individual has (1)a written
offer of employment from a third party in such capacity or (2)a
written notice from such Purchaser stating that the Purchaser does
not intend to continue to employ the individual in such capacity.
- Defendants shall warrant to all Purchaser(s) that the contracts
included in the Divestiture Assets are in full force and effect on the
date that binding agreements for the Divestiture are signed.
- Defendants shall use their best efforts to Divest the Divestiture
Assets and procure any consents and approvals required for such
Divestitures.
- Pursuant to a transition services agreement on customary
commercial terms and conditions and approved by the United
States, at the Purchaser's request, defendants will provide certain
transitional support services for the Divestiture Assets for a period
of time not to exceed eighteen (18) months from the date of
Divestiture. These services may include claims processing,
computer operations support, eligibility, enrollment, utilization
management and run-out administration and such other services as
are reasonably necessary to operate the Divestiture Assets.
- Unless the United States otherwise consents in writing, the
Divestiture pursuant to Section IV, or by trustee appointed
pursuant to Section V, shall include the entire Divestiture Assets
and shall be accomplished in such a way as to satisfy the United
States, in its sole discretion, that the Divestiture Assets can and will
be used by the Purchaser(s) as part of a viable, ongoing business
engaged in the sale of Commercial Health Insurance Products. The
Divestiture of the Divestiture Assets may be made to one or more
Purchasers, provided that in each instance it is demonstrated to the
sole satisfaction of the United States that the Divestiture Assets will
remain viable and the Divestitures will remedy the competitive
harm alleged in the Complaint. The Divestitures, whether
pursuant to Section IV or Section V of this Final Judgment:
(1)shall be made to Purchaser(s) that, in the United States's sole
judgment, each have the intent and capability (including the
necessary managerial, operational, technical, and financial
capability) to compete effectively in the sale of Commercial Health
Insurance Products; and (2)shall be accomplished so as to satisfy
the United States, in its sole discretion, that none of the terms of
any agreement between defendants and any Purchaser gives
defendants the ability to interfere with the Purchaser's ability to
compete effectively.
- If, before defendants can Divest the Boulder Contract, the
University of Colorado has terminated its entire contract with
PacifiCare for commercial HMO insurance or the portion thereof
that relates to the Boulder membership as defined in this Final
Judgment and has awarded that entire contract or the Boulder
portion to a Commercial Health Insurance plan other than United
or PacifiCare, then defendants shall not be required to Divest the
Boulder Contract or any other contracts or assets in the Boulder
MSA. If the University of Colorado has not terminated the contract
entirely or the Boulder portion but, in the United States's sole
discretion, Divesting the Boulder Contract as it is defined in this
Final Judgment would be unreasonably disruptive to the
University of Colorado, then defendants shall instead be required
to Divest contracts identified by United covering at least 6,066
members who reside or work in Boulder and who obtain health
coverage under United or PacifiCare contracts for Commercial
Health Insurance Products.
V. APPOINTMENT OF TRUSTEE
- If defendants have not Divested the Divestiture Assets within the time
period specified in Section IV, defendants shall notify the United
States of that fact in writing. Upon application of the United States,
the Court shall appoint a trustee selected by the United States and
approved by the Court to effect the Divestiture of any of the Divestiture
Assets not already Divested or subject to a binding Divestiture agreement.
- After the appointment of a trustee becomes effective, only the
trustee shall have the right to Divest the Divestiture Assets. The
trustee shall have the power and authority to accomplish the
Divestitures to Purchaser(s) acceptable to the United States: (1)at
such price and on such terms as are then obtainable upon
reasonable effort by the trustee, subject to the provisions of Sections
IV, V, and VI of this Final Judgment; (2)subject to Section V.C
below, by hiring at the cost and expense of defendants any
investment bankers, attorneys, or other agents, who shall be solely
accountable to the trustee, reasonably necessary in the trustee's
judgment to assist in the Divestitures; and (3)with such other
powers as the Court deems appropriate.
- Defendants shall not object to any Divestiture by the trustee on any
ground other than the trustee's malfeasance. Any such objections
by defendants must be conveyed in writing to the United States
and the trustee within ten (10) calendar days after the trustee has
provided the notice required under Section VI.
- The trustee shall serve at the cost and expense of defendants, on
such terms and conditions as the United States approves, and shall
account for all monies derived from the sale of the Divestiture
Assets sold by the trustee and for all costs and expenses so
incurred. After approval by the Court of the trustee's accounting,
including fees for its services and those of any professionals and
agents retained by the trustee, all remaining money shall be paid to
defendants and the trust shall then be terminated. The
compensation of the trustee and any professionals and agents
retained by the trustee shall be reasonable in light of the value of
the Divestiture Assets and based on a fee arrangement providing
the trustee with an incentive based on the price and terms of the
Divestitures and the speed with which they are accomplished, but
timeliness is paramount.
- Defendants shall use their best efforts to assist the trustee in
accomplishing the required Divestitures, including best efforts to
effect all necessary regulatory approvals and consents. The trustee
and any consultants, accountants, attorneys, and other persons
retained by the trustee shall have full and complete access to the
personnel, books, and records that relate to the Divestiture Assets,
and defendants shall develop financial or other information
relevant to the Divestiture Assets as the trustee may reasonably
request, subject to customary confidentiality assurances.
- After its appointment, the trustee shall file monthly reports with
the United States and the Court setting forth the trustee's efforts to
accomplish the Divestitures ordered under this Final Judgment;
provided, however, that to the extent such reports contain
information that the trustee deems confidential, such reports shall
not be filed in the public docket of the Court. Such reports shall
include the name, address and telephone number of each person
who, during the preceding month, made an offer to acquire,
expressed an interest in acquiring, entered into negotiations to
acquire, or was contacted or made an inquiry about acquiring, any
interest in the Divestiture Assets, and shall describe in detail each
contact with any such person. The trustee shall maintain full
records of all efforts made to Divest the Divestiture Assets.
- If the trustee has not accomplished such Divestitures within six (6)
months after its appointment, the trustee thereupon shall file
promptly with the Court a report setting forth (1)the trustee's
efforts to accomplish the required Divestitures; (2)the reasons, in
the trustee's judgment, why the required Divestitures have not
been accomplished; and (3)the trustee's recommendations;
provided, however, that to the extent such reports contain
information that the trustee deems confidential, such reports shall
not be filed in the public docket of the Court. The trustee shall at
the same time furnish such report to the United States, who shall
have the right to be heard and to make additional
recommendations consistent with the purpose of the trust. The
Court shall enter thereafter such orders as it shall deem appropriate
in order to carry out the purpose of this Final Judgment which
may, if necessary, include extending the trust and the term of the
trustee's appointment by a period requested by the United States.
VI. NOTICE OF PROPOSED DIVESTITURES
- Within two (2) business days following execution of a definitive Divestiture
agreement, contingent upon compliance with the terms of this Final
Judgment, to effect, in whole or in part, any proposed Divestitures
pursuant to Section IV or Section V of this Final Judgment, defendants
or the trustee, whichever is then responsible for effecting the Divestitures,
shall notify the United States of the proposed Divestitures. If the
trustee is responsible, it shall similarly notify defendants. The
notice shall set forth the details of the proposed Divestiture and
list the name, address, and telephone number of each person not previously
identified who offered to, or expressed an interest in or a desire
to, acquire any ownership interest in the Divestiture Assets that
is the subject of the binding contract, together with full details
of same.
- Within fifteen (15) calendar days of its receipt of such notice, the
United States may request from defendants, the trustee, the
proposed Purchaser(s), or any other third party additional
information concerning the proposed Divestitures, the proposed
Purchaser(s), and any other potential Purchaser(s). Defendants and
the trustee shall furnish any additional relevant information
requested from them promptly, and in all events within fifteen (15)
calendar days of the receipt of the request, unless the parties shall
otherwise agree.
- Within thirty (30) calendar days after receipt of the notice or within
twenty (20) calendar days after the United States has been provided
the additional information requested from defendants, the trustee,
the proposed Purchaser(s), and any third party, whichever is later,
the United States shall provide written notice to defendants and the
trustee, if there is one, stating whether it objects to the proposed
Divestitures. If the United States provides written notice to
defendants and the trustee that it does not object, then the
Divestitures may be consummated, subject only to defendants'
limited right to object to the Divestiture under Section V.C of this
Final Judgment. Absent written notice that the United States does
not object to the proposed Purchaser(s) or upon objection by the
United States, such Divestitures proposed under Section IV or
Section V shall not be consummated. Upon objection by
defendants under Section V.C, a Divestiture proposed under
Section V shall not be consummated unless approved by the Court.
VII. INJUNCTIVE PROVISIONS
- Effective one (1) year after the entry of this Final Judgment, United
shall discontinue renting the CTN provider network in the State of
California and shall not rent the CTN provider network for the period
of the Final Judgment.
- Effective upon the closing of the Transaction, United shall not:
- communicate with CTN in any way regarding the
introduction of new United or CTN Commercial Health
Insurance Products, in California or elsewhere;
- permit any United customer, other than a Legacy United
Customer or a Transition United Customer, to access the
CTN network, except that such access by a Transition United
Customer shall cease on or before July 5, 2006;
- have any involvement with CTN relating to negotiations
over rates or other terms with any physician or hospital in
any provider network;
- have any involvement with CTN relating to the
development of any provider network;
- exchange with CTN any non-public information (including,
but not limited to, information relating to PacifiCare's
network or the sale or marketing of Commercial Health
Insurance Products) that is not necessary for United's rental
of provider services from or access by Legacy United
Customers or Transition United Customers to CTN's
network;
- engage in any joint efforts with CTN to sell or market
Commercial Health Insurance Products.
This Section VII.B shall not affect CTN's existing network maintenance and
network standards obligations and any other existing CTN obligations to United
with respect to providers in the CTN network.
- United shall develop and enact procedures to ensure, during the time period
in which it continues to rent CTN's network in California, that any
non-public information obtained from CTN about CTN's network, or any
other provider network, is not disseminated to persons other than
those with a legitimate need for it. Such procedures shall ensure
that:
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any non-public information obtained from CTN about
CTN's network is not disseminated to any United employee
who has responsibility for either: (a)negotiating with
physicians or hospitals in any provider network; or
(b)selling Commercial Health Insurance Products to any
customer other than a Legacy United Customer or a
Transition United Customer;
- any non-public information about PacifiCare's network that is not necessary
for United's rental of provider services from or access by Legacy
United Customers or Transition United Customers to CTN's network
is not disseminated to any CTN employee; and
- neither United nor CTN has any involvement in the marketing or sale of
Commercial Health Insurance Products by the other.
- Within ten (10) business days of the entry of the Final Judgment, United
shall submit to the United States a document setting forth in detail
its proposed plan for complying with the injunctions in this Section
VII. The United States shall have the sole discretion to approve or
disapprove United's proposed compliance plan, and shall notify United
within five (5) business days of its decision. If United's proposal
is rejected, the United States shall state its reasons for doing so,
and United shall be given the opportunity to submit, within five (5)
business days of receiving the notice of rejection, a revised compliance
plan.
- From the closing of the Transaction, United shall not require any physician
practicing in Tucson, as a condition for participating in any of United's
networks for its Commercial Health Insurance Products, to agree to
participate in United's network for any Medicare Health Insurance
Product. Similarly, United shall not require any physician practicing
in Tucson, as a condition for participating in United's network for
any Medicare Health Insurance Product, to agree to participate in
any of United's networks for its Commercial Health Insurance Products.
United may, however, permit any physician who wants, and voluntarily
agrees, to participate in one or more of its networks to do so without
violating this Final Judgment. This provision does not apply to (i)contracts
entered into by United or PacifiCare prior to the closing of the Transaction
that provide for participation in both Commercial Health Insurance
Products and Medicare Health Insurance Products; or (ii)any contractual
provision that obliges physicians to participate with respect to all
Commercial Health Insurance Products of either defendant.
VIII. AFFIDAVITS
- Within twenty (20) calendar days of the filing of the Complaint in this
matter and every thirty (30) calendar days thereafter until the Divestitures
and other remedies set forth herein have been completed, whether pursuant
to Section IV or Section V, defendants shall deliver to the United
States an affidavit as to the fact and manner of compliance with Section
IV or Section V of this Final Judgment. Each such affidavit shall
include the name, address, and telephone number of each person who,
during the preceding thirty days, made an offer to acquire, expressed
an interest in acquiring, entered into negotiations to acquire, or
was contacted or made an inquiry about acquiring any interest in the
Divestiture Assets, and shall describe in detail each contact with
any such person during that period. Each such affidavit shall also
include a description of the efforts that defendants have made to
solicit a Purchaser(s) for the Divestiture Assets and to provide required
information to prospective Purchasers including the limitations, if
any, on such information. Assuming the information set forth in the
affidavit is true and complete, any objection by the United States
to information provided by defendants, including limitations on the
information, shall be made within fourteen (14) calendar days of receipt
of such affidavit.
- Within twenty (20) calendar days of the filing of the Complaint in this
matter, defendants shall deliver to the United States an affidavit
that describes in reasonable detail all actions defendants have taken
and all steps defendants have implemented on an ongoing basis to comply
with Section IX of this Final Judgment. The affidavit also shall describe,
but not be limited to, defendants' efforts to maintain and operate
the Divestiture Assets. Defendants shall deliver to the United States
an affidavit describing any changes to the efforts and actions outlined
in defendants' earlier affidavits filed pursuant to this Section within
fifteen (15) calendar days after the change is implemented.
- Until one (1) year after the Divestitures required by this Final Judgment
have been completed, defendants shall preserve all records of all
efforts made to preserve the Divestiture Assets and effect the Divestitures.
IX. PRESERVATION OF ASSETS
Until the Divestitures required by the Final Judgment have been accomplished,
defendants shall: (1)preserve and maintain the value and goodwill of
the Divestiture Assets; (2)operate the Divestiture Assets in the ordinary
course of business; and (3)take no action that would jeopardize, delay,
or impede the Divestiture of the Divestiture Assets.
X. FINANCING
Defendants shall not finance all or any part of any Purchase made pursuant
to Section IV or V of this Final Judgment.
XI. COMPLIANCE INSPECTION
- For the purposes of determining or securing compliance with this
Final Judgment, or of determining whether the Final Judgment
should be modified or vacated, and subject to any legally
recognized privilege, from time to time duly authorized
representatives of the United States Department of Justice,
including consultants and other persons retained by the United
States, shall, upon written request of a duly authorized
representative of the Assistant Attorney General in charge of the
Antitrust Division, and on reasonable notice to defendants, be
permitted:
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access during defendants' office hours to inspect and copy,
or at the United States's option, to require that defendants
provide copies of, all books, ledgers, accounts, records and
documents in the possession, custody, or control of
defendants, relating to any matters contained in this Final
Judgment; and
- to interview, either informally or on the record, defendants' officers,
employees, or agents, who may have their individual counsel present,
regarding such matters. The interviews shall be subject to the reasonable
convenience of the interviewee and without restraint or interference
by defendants.
- Upon the written request of a duly authorized representative of the Assistant
Attorney General in charge of the Antitrust Division, defendants shall
submit written reports, or responses to written interrogatories, under
oath if requested, relating to any of the matters contained in this
Final Judgment as may be requested.
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No information or documents obtained by the means provided in
this section shall be divulged by the United States to any person
other than an authorized representative of the executive branch of
the United States, except in the course of legal proceedings to
which the United States is a party (including grand jury
proceedings), or for the purpose of securing compliance with this
Final Judgment, or as otherwise required by law.
- If at the time information or documents are furnished by defendants to the
United States, defendants represent and identify in writing the material
in any such information or documents to which a claim of protection
may be asserted under Rule 26(c)(7) of the Federal Rules of Civil
Procedure, and defendants mark each pertinent page of such material,
"Subject to claim of protection under Rule 26(c)(7) of the Federal
Rules of Civil Procedure," then the United States shall give defendants
ten (10) calendar days notice prior to divulging such material in
any legal proceeding (other than grand jury proceedings).
XII. NO REACQUISITION
Defendants may not reacquire any of the Divestiture Assets during
the term of this Final Judgment, provided, however, that nothing herein
shall affect defendants' ability to bid or offer to provide health care
coverage or services, including to employers and members covered by
contracts or policies included in the Divestiture Assets.
XII. RETENTION OF JURISDICTION
This Court retains jurisdiction to enable any party to this Final Judgment
to apply to this Court at any time for further orders and directions
as may be necessary or appropriate to carry out or construe this Final
Judgment, to modify any of its provisions, to enforce compliance, and
to punish violations of its provisions.
XIV. EXPIRATION OF FINAL JUDGMENT
Unless this Court grants an extension, this Final Judgment shall expire
five (5) years from the date of its entry.
XV. PUBLIC INTEREST DETERMINATION
The parties have complied with the requirements of the Antitrust
Procedures and Penalties Act, 15 U.S.C. §16, including making copies available
to the public of this Final Judgment, the Competitive Impact Statement, and any
comments thereon and the United States' response to comments. Based upon the
record before the Court, which includes the Competitive Impact Statement and
any comments and response to comments filed with the Court, entry of this Final
Judgment is in the public interest.
Dated:
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United States District Judge
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