Posts in M&A
5 Megamergers That Could Change Healthcare

Efforts to improve collaboration is a common driver of the recent healthcare mergers, say experts.

The industry will be changed less by mergers that try to combine different core competencies that are borne out of different cultures, than by partnerships that allow the different businesses to become even more focused on what they individually do best, says Sheila Talton, president and CEO of Gray Matter Analytics, a healthcare technology company.

“The wildcard in healthcare is the fact that all of this change leads to new disruptions, innovations, and risks that are not yet foreseen,” says Nick Vennaro, cofounder of Capto Consulting, a firm that consults companies on how to improve operations, economics, and efficacy. “Entrepreneurs and Fortune 500 firms will become more creative as the industry changes.”

Here are five megamergers that could change healthcare:

The industry is buzzing about a potential Walmart-Humana merger (though no official announcement has been made).
A Walmart-Humana deal would likely result in Walmart adding clinics to their massive retail footprint, according to Nathan. “They have dipped their toe in the water on this one, but I expect that to expand dramatically,” he says. Walmart has more than 4,500 pharmacies, some primary care clinics, and a few locations that offer lab tests. “Humana has been buying physician groups; most recently a large physician group in Orlando, FL,” says Vennaro. “The two companies could leverage Walmart’s financial strength and retail footprint with Humana’s healthcare experience and systems to create a company that could compete in the market place with CVS-Aetna and the Amazon partnership.”

This move would be both offensive and defensive, according to Nathan. “It would allow Walmart to rapidly build out clinics that directly compete against CVS. At the same time, as foot traffic in traditional physical retail spaces declines, due to online sales and competition with Amazon, this move takes advantage of their existing real estate and physical space in a way that will drive more foot traffic.”

Healthcare delivery for seniors could change under this new marriage, according to Vennaro. “This demographic has been important for both companies,” he says.” In general, seniors trust and shop at Walmart. Humana has been courting this market demographic as well, and is very strong in the Medicare Advantage space. This means the deal could provide new delivery options and locations for an aging population.”

The exciting opportunity here is that as retail giants build out clinics, they can use the most modern technology and consumer experiences to continually drive improved communication between healthcare systems, health insurance companies, and consumers, according to Nathan. “The result of this increased communication can be better care at lower prices,” he says.

Back in December, CVS announced it would buy Aetna for about $69 billion. John Sarich, vice president of strategy at VUE Software, a firm that specializes in innovating and automating business processes for the insurance industry, recently called this union “a change agent . . . pushing ripples of disruption far beyond its immediate world.”

The merger would combine CVS’ drugstores and pharmacy benefits manager platform with Aetna’s insurance business. “CVS and other retailers that are entering partnerships/deals with health insurers have a unique opportunity to build a primary care plus model, the clinics take on a greater role in stores,” according to Ash Shehata, principal at KPMG and member of the firm’s Global Healthcare Center of Excellence. “Retailers are looking to bolster revenue per square foot and an active urgent care clinic can address that. The partnership with a health plan can help encourage patients to obtain care at a place with extended hours and at a low-cost clinic with a convenient pharmacy. Acquisitions between health plans, pharmacies, retail and healthcare providers can accelerate this focus, but a partnership option shouldn’t be ruled out.”

Cigna’s proposed $67 billion acquisition of PBM giant Express Scripts is currently being reviewed by the Department of Justice.
“Together, Express Scripts and Cigna will help make the healthiest choices the easiest choices, putting health and pharmacy services within reach of everyone we serve,” says Tim  Wentworth, President and CEO, Express Scripts. “Adding Express Scripts’ leadership in pharmacy and medical benefit management, technology-powered clinical solutions, and specialized patient care model to Cigna’s track record of delivering value through innovation, we are positioned to transform healthcare. We will continue to have a distinct focus at Express Scripts and eviCore on partnering with health plans, and together, build tailored solutions for health plans and their members. Importantly, this combination is a testament to the work of our team and their resolute focus on providing the best care to patients, and the most value to plan sponsors.”

Cigna and Express Scripts are doing “what everyone else in the healthcare space is doing right now—reacting to continued cost pressures from the ACA and other industry players building scale against each other,” Brad Haller, director in West Monroe’s M&A practice that focuses on healthcare, recently told Managed Healthcare Executive.

Cigna touts three big advantages to this merger, according to a press release:
In January, Amazon, Berkshire Hathaway and JPMorgan Chase announced a partnership to reduce healthcare costs for its U.S. employees—and the industry stood at attention.  “It’s an important turning point in our industry when three of the largest employers in the country partner to essentially force payers to adopt technology and transparency in service of improving the consumer experience and lowering costs,” says Stephanie Tilenius, former senior executive of PayPal, eBay, and Google, and current CEO of Vida, which provides digital therapeutics for patients with chronic ailments.

These players know that as large buyers of healthcare, they have significant bargaining power and an opportunity to change the game, Tilenius says.“I applaud their efforts. The way I see it, this is another key catalyst for change, similar to the CVS-Aetna merger. We are on the cusp of radical change in healthcare, and we have no choice but to take risks and try radical new models.”
Several not-for-profit hospital groups are trying their own solution to drug shortages and high prices by creating a not-for-profit generic drug company. The new company intends to be an FDA-approved manufacturer and will either directly manufacture generic drugs or subcontract manufacturing to reputable contract manufacturing organizations, providing patients an affordable alternative to products from generic drug companies whose capricious and unfair pricing practices are damaging the generic drug market and hurting consumers, according to an Ascension press release.

The five groups include more than 450 hospitals around the U.S. Other health systems will soon be joining this initiative. “This initiative has the potential to greatly expand the availability and affordability of critically needed medications for millions of Americans, especially for people living in poverty and those most vulnerable,” said Anthony R. Tersigni, EdD, FACHE, president and CEO, Ascension, in a press release. “Providers are looking at options to improve supplies of certain generic drugs to the point where you are seeing discussions among hospitals to get into manufacturing and [forming this type of union]. The bad flu season this winter led to shortages of Tamiflu and the disaster in Puerto Rico last year has affected certain markets for medical supplies.”

Outcomes-Based Outsourcing Continues to be an Innovation Tool

Creating effective, high-performing and well-governed outsourcing deals was one of the key services Capto offered at our launch in 2009. SYNAPTIC Outsourcing is still a key service we offer our clients. The fundamentals remain solid, but how we help make these deals successful has evolved dramatically. I’ll explain how we’ve applied our SYNAPTIC Sourcing methodology differently over time.

SYNAPTIC Outsourcing was born out of our personal experience supported by extensive research that confirmed our hypothesis at the time: IT outsourcing was broken. Deals were under-performing economically and operationally when compared to other broad business trends such as supply chain management.

 “54% of IT Executives report challenges in managing vendors and improving this situation is crucial, because failure to manage vendor relationships effectively can destroy up to 90% of the value expected from the contract” - CIO Executive Board Survey, 2009

Suppliers and their clients complained that most outsourcing relationships failed to meet objectives for many reasons, but we found a few key reasons that profoundly impact outsourcing relationships that are still true today:

  • Buyers tend to be over-prescriptive, dictating not just the what, but the how. Resulting in diminished ability of the supplier to innovate – or, as some call it, “outsourcing my mess for less”.
  • Suppliers and buyers engage in a zero-sum game where what is good for the buyer must be bad for the supplier rather than invest up front in mutually beneficial, outcomes-based relationships.
  • Buyers fail to solicit the ecosystem to properly harvest the best ideas as part of their procurement process through the over-use of RFPs rather than more open-ended RFI’s to refine their requirements prior to formally entering a procurement cycle.

In 2010, we reviewed and found tremendous merit in research done by the University of Tennessee for the US Air Force that resulted in a progressive outcomes-based outsourcing arrangement as initially described by Kate Vitasek, Mike Ledyard, and Karl Manrodt, in the book “Vested Outsourcing: Five Rules That Will Transform Outsourcing”.  The guiding principles of Vested Outsourcing are[1]:

  1. Reciprocity – commitment to fair and balanced exchanges.
     
  2. Autonomy – the party with more power will not use that power unfairly to promote a narrow self-interest.
     
  3. Honesty – each party must be honest about their intentions and the facts of the relationship.
     
  4. Loyalty – being loyal to the relationship and not act in a self-serving way.  Through acts and deeds you support and promote the partnership.
     
  5. Equity – understand and look critically at the distribution of the rewards in the relationship.  This is not always a 50:50 split, for example, one party may be given a reward for taking on additional risk.
     
  6. Integrity – acting in a consistent trustworthy fashion.

We agree, and still believe, that these six guidelines provide the fundamental underpinnings of a high-performing, collaborative sourcing relationship.  The ways in which we have gotten our clients and their sourcing partners to embody these principles, the sustainment of long term deal performance, and the types of disruptive technology projects we have done are what has evolved over the past seven years.

The Business Environment - What Has Changed and How Capto Has Responded

The technology executives we talk with initially try to convince us that they have “been doing outsourcing for a long time; we know how it is done”. However, when we do an evaluation, we typically find that the deal is underperforming and sometimes is actually failing. Usually for the same reasons found seven years ago.

If the past seven years of putting progressive, outcomes-based sourcing deals together has taught us anything, it is that this approach isn’t just theory. It works. And it works really well for those open-minded enough to try a new approach to outsourcing. It requires a shift from short-term tactical thinking to using outsourcing as a longer-term strategic tool focused on outcomes and innovations[2].

Disruptive technologies such as robotics, Internet of Things (IoT), and cognitive process automation continue to unsettle existing businesses. We believe outsourcing can assist forward-thinking enterprises to more quickly and successfully harness these technologies and processes.

The workforce skills deficit in fields such as healthcare informatics[3] , data scientists[4], and technical staffing in general provides a strong rationale for the use of outsourcing and “as-a-service” models to meet staffing requirements.  Getting the most from your partner relationships takes on new urgency with these new challenges.

Initially, we focused more on the strength of the client/partner relationship and the partner’s ability to bring a strong staffing mix to the deal. While these two areas continue to be of importance, over the last seven years we have had additional focus on the following areas as the rate of business innovation and change has escalated:

  • New Technologies, Business Disrupters and Innovation – Use of outsourcing to harness new technologies and processes with a focus on time to market, that affect the foundation of our client’s business enterprise.  Outsourcing can be used to boot strap implementations of Internet of Things (IoT), advanced analytics and big data, and cognitive process automaton efforts.
     
  • Governance - Instituting a well-focused governance process has been shown in practice and research[5] to facilitate a successful win:win relationship – we have therefore focused significant efforts on implementing a strong governance process for all our deals.
     
  • Organizational Change Management (OCM) – Spending more time and effort on OCM has become a priority.  Additional training is needed so both parties understand the deal and don’t revert to old habits.  We provide training in the tools included with the deal to influence behavior, for example: new metrics, dashboards, governance, as well as contractual items like hold backs and the use of incentives.
     
  • eSCM (eSourcing Capability Model) – We have integrated the sourcing framework – eSCM - created by Carnegie Mellon University, into the Capto methodology.  We do not require that our clients adhere to eSCM as it a relatively complicated framework. However, it provides a strong industry standard methodology, which ensures we cover all avenues in our analysis and implementations. 
     
  • Business Case Focused– Our background in M&A (merger and acquisition) work makes us more financial and business case focused.  Building and using a business case is occasionally something clients have to be trained to do so it becomes integral to our OCM efforts.

Having now implemented and governed numerous deals using SYNAPTIC Outsourcing the importance of -- strong governance, implementing and adhering to a transition strategy that is phased and based on success metrics, and putting in place a comprehensive OCM program – is clear.  We continue to be optimistic about the future of outcomes-based outsourcing to meet the innovation goals and objectives required for business success.

 

[1] http://www.vestedway.com/step-3-establishing-the-six-essential-relationship-principles/

[2] “Global Outsourcing Survey 2016” http://www2.deloitte.com/us/en/pages/operations/articles/global-outsourcing-survey.html

[3] “Missed Opportunities?  The Labor Market in Health Informatics, 2014” http://burning-glass.com/research/health-informatics-2014/

[4] “Help Wanted: Black Belts in Data” http://www.bloomberg.com/news/articles/2015-06-04/help-wanted-black-belts-in-data

[5] “Theorizing the IT Governance Role in IT Sourcing Research” Association for Information Systems 2016:  http://aisel.aisnet.org/amcis2016/SCU/Presentations/15/

May the Right Partnership Create the Best Customer Experience

Telecom, media and entertainment industries are crossing paths with increasing regularity in hopes of seeking a fruitful partnership. Navigating the increasingly connected, ever-changing wireless ecosystem is not for the faint of heart. Inking the deal is just the first step. Integrating technologies, teams and operating cultures are what can really make or break the customer experience and thus profits.

Comcast made a big bet on content when they purchased the remaining half of NBCUniversal from GE in 2013. They recently took it a step further with their DreamWorks purchase in April of this year. The move helps to improve the “long tail” of their content through amusement park and product revenues. Conquering content, Comcast is now signaling a move into wireless as an official bidder for the spectrum the FCC is auctioning off. Comcast stands to make significant gains into being the one-stop-shop to be reckoned with for consumer broadband, mobile and entertainment needs.

T-Mobile and Sprint entered a partnership with Google for Project Fi, a network of networks that allows access to multiple carriers for wi-fi when traveling around the neighborhood, country or globe, that would improve connectivity as you moved about during your day. In theory, and practice really, this is a great concept and one that Google seemingly could strong arm singlehandedly. However, the Nexus phone is lacking in customer love and use making this partnership a bit flat out of the gate. Time will tell if Google’s deep pockets and T-Mobile’s flair for disruption can make Project Fi work to their advantage.

Verizon is making usage deals with Comcast while buying up fledgling AOL and Yahoo to potentially compete with Google and Facebook on the online and mobile ad sales front as well as add content to their own fledgling Go90 mobile video platform. It remains to be seen if Verizon can improve the video customer experience enough to leverage their new online ad capabilities.

Finally, entertainment company Lionsgate is setting the stage to boost the Starz’ subscription channel with its own content. A huge risk by some estimates as Starz’ sits well behind HBO, Netflix and other SVODs; a brilliant move according to others who see potential for a vertically integrated entertainment powerhouse. For Starz subscribers addicted to the likes of Outlander or The Girlfriend Experience, they are likely to see improved content options.

The horizon for multichannel communication and entertainment is exciting if complex. Building on the tools a company has with the mined remnants of past and future greats will be the chessboard upon which the industry plays for the next many years. May the company that can make customers the happiest, the most loyal reach check mate.

Why Cable and Telecom Companies Must Address Their Billing Systems

We found it interesting that Comcast was singled out by six senators in Washington for billing customers the rental fee for their modem after the modem had been returned. Comcast acknowledged issues in their customer service and called out a focus on their billing systems to avoid such mistakes in the future.
 
We often find our cable and telecom clients knee deep in a layered and complex billing system that does them no favors on the customer service front. This complexity significantly increases the probability of a business process breakdown or a programming error with ramifications like Comcast is experiencing via bad press and increased Federal scrutiny.
 
Billing isn’t sexy. In fact, it’s often monolithic, causing investment in billing improvements to be deferred by the the industry as a whole. This is actually the mistake. Modern architectures, implementation techniques and service provider engagement models can create an opportunity for new service offerings, monetization options and improved customer experience.

THE TRUE VALUE OF A COMPANY IN AN EMERGING MARKET

SITUATION

A chasm often exists between being able to see an opportunity and being able to seize it. Capto worked with a private investment and real estate company in the Middle East that wanted to leverage infrastructure outsourcing market growth in the region by establishing a new company. After initially analyzing the scale of the investment and the operational complexities involved, the firm determined that it needed outside operating expertise to develop the appropriate investment strategy. Enter Capto to help formulate a strategy and assist in execution.

THE SYNAPTIC SHIFT

Capto worked closely with the investment team, developing a strategy that leveraged the capabilities of established global players within the sector. Through our operating contacts, we quickly engaged with a number of firms interested in a joint operating model. After detailed discussion and due diligence, the Capto team guided the formation of a partnership and established the groundwork necessary to create a new company.

RESULT

  • The investor averred they could not have moved that quickly without Capto’s support
M&ATracy CurrieM&A