Antitrust & Competition Healthcare Quarterly Update Q1 2025

I. Summary

While M&A activity has slowed in the tail end of the first quarter of 2025, including in healthcare, there have been several noteworthy developments in the antitrust space in the first 100 days of the Trump Administration. The Federal Trade Commission (FTC), under new Chairman Andrew Ferguson, has already launched its first merger challenge, affirmed its acceptance of the 2023 Merger Guidelines, reinstituted early termination of HSR filings, and allowed the new HSR filing rules to take effect. Further, President Trump fired the two sitting Democratic Commissioners in March 2025, leaving the leadership of the FTC in the hands of the three sitting Republican Commissioners. Meanwhile, in addition to joining the FTC in affirming the Merger Guidelines and HSR filing rules, the Department of Justice Antitrust Division (DOJ) under Assistant Attorney General Gail Slater announced an “Anticompetitive Regulations Task Force,” which will seek to identify regulations that undermine competition and promote overbilling and consolidation in healthcare, among other industries.¹ 

Moving forward, we expect healthcare will be a continued area of focus for the FTC and DOJ. Under the Trump administration, the FTC and DOJ have for the most part stuck to prior positions taken in the healthcare space, including scrutiny of PBMs and COPA issues. However, the FTC’s first healthcare challenge was based on traditional theories of harm, and notably absent was the anti-private equity rhetoric common under the Biden administration. We expect actions brought by the FTC and DOJ going forward to focus on traditional theories of harm, as explained in more detail below.

In the litigation realm, two high-profile class actions—against MultiPlan and GoodRx—highlight a growing trend in private antitrust litigation focused on AI-driven pricing tools in the healthcare sector. Although both cases remain in early stages, recent filings in Q1 2025 offer insight into plaintiffs’ evolving legal theories. Additionally, the Trump DOJ has weighed in on the MultiPlan litigation, filing a statement of interest that affirms key antitrust positions previously advanced by the Biden administration. The recent statement aligns with ongoing enforcement priorities of the FTC and DOJ targeting alleged “algorithmic collusion” across industries.

II. FTC Brings First Merger Challenge Under New Leadership Against Private Equity Investment Into Top Two Hydrophilic Coating Providers

In the first merger challenge under new leadership, the FTC filed a complaint in March to block GTCR BC Holdings, LLC’s (GTCR) acquisition of Surmodics, Inc., a manufacturer of coatings for medical devices.² Private equity firm GTCR had previously acquired another coating manufacturer in 2022, Biocoat Holdings, LLC. The FTC alleges that the merger would combine the #1 and #2 players in the alleged market for outsourced hydrophilic coatings. 

The case will likely turn on whether the FTC has asserted a properly defined market. Hydrophilic coatings, applied to a medical device by either UV curing (using light) or thermal curing (using heat), are crucial for the safety and effectiveness of interventional medical devices that must move through the human body with minimal friction, like stents and catheters. The FTC argues that both the UV and thermal curing processes constitute a single market, as they can be used interchangeably for most end-uses. 

The parties disagree with the FTC’s market definition, arguing it is in turn overly broad and too narrow. On one hand, the parties contend that thermally cured coatings (like GTCR’s Hydak) and UV-cured coatings (like Surmodics’ Serene and Preside) are not interchangeable because they rarely work equally well for a given medical device, and therefore the processes do not compete head-to-head. On the other hand, the parties argue that the FTC’s proposed market is too narrow because it excludes other substitutable processes such as hydrophobic coatings. To the extent the FTC’s market is large enough to accommodate both thermally cured coatings and UV-cured coatings, the parties argue that it must also include these alternative processes as well.

Notably, the complaint relies exclusively on traditional theories of antitrust harm measured by well-established metrics, such as Herfindahl-Hirschman Index (HHI) thresholds (which measures the change in market concentration due to the merger), and does not pursue any novel theories of harm or make any private equity-specific allegations, which was a common FTC approach under former Chair Lina Khan. A return to traditional antitrust theories of harm and away from more novel theories or a focus on disfavored types of transactions (like investments from PE firms) should provide greater predictability for parties evaluating transactions.

III. The FTC and DOJ Have Declined to Challenge the Acquisitions of Provider Practices and MSOs by Wholesalers

In a growing trend, leading pharmaceutical and medical goods wholesalers—including Cardinal Health, McKesson, and Cencora—have acquired several healthcare practices or management services organizations (MSOs) in the past six months. So far, the FTC and DOJ have declined to challenge any of these deals under either the Trump or Biden administrations, despite vocal opposition from Senator Elizabeth Warren and other advocates of expanded antitrust enforcement.³  

Representative transactions include Cardinal’s acquisitions of Integrated Oncology Network (announced September 2024, closed December 2024) and GI Alliance (announced November 2024, closed Q1 2025), Cencora’s acquisition of Retina Consultants of America (announced November 2024, closed January 2025), and McKesson’s acquisitions of Florida Cancer Specialists (announced August 2024) and Prism Vision (announced February 2025).

We expect the trend of wholesaler investment into provider practices to continue, particularly in specialties that rely on high-cost medications in treatment, as vertical integration presents opportunities for reduction in the cost of healthcare delivery. Further, the lack of extended antitrust investigations suggests that reviewing agencies have yet to identify a plausible vertical theory of harm, though further acquisitions could result in market consolidation and greater scrutiny.

IV. FTC Continues PBM Lawsuit

The FTC’s suit against Pharmacy Benefit Managers (PBMs) hit a roadblock when the FTC General Counsel stayed the action on April 1st, following the President’s firing of the two sitting FTC Democratic Commissioners. In September 2024, the FTC initiated an administrative action against the 3 largest PBMs—Caremark RX, Express Scripts, and OptumRx—for allegedly incentivizing manufacturers to inflate the list price of insulin in order to obtain higher rebates and prioritizing higher-priced versions of insulin over lower-cost alternatives on their formularies.⁴ The FTC claims these actions led to higher costs borne by payors and patients.

The three Democratic Commissioners then serving voted unanimously to bring the action, while Republican Chairman Ferguson, then a Commissioner, and Republican Commissioner Holyoak recused themselves from the matter.⁵  Following the dismissal of the two remaining Democratic Commissioners, the FTC General Counsel issued an order staying the action in response to a joint motion from the parties because there were “currently no sitting Commissioners able to participate in this matter.”⁶ On April 4, Chairman Ferguson released a statement reversing his recusal decision “to ensure that the case can continue.”⁷ Regardless, the status of the case remains uncertain, as no order has been issued to lift the stay on the proceedings. In any case, the Chairman's actions to reverse course on his recusal demonstrate the commitment of the FTC to its suit against PBMs and underscore the fact that PBMs will likely continue to be a focus of the agencies.

V. The FTC’s approach to Hospital Mergers and COPA Applications Remains Consistent in the New Administration 

In March 2025, the FTC reaffirmed its opposition to Union Health’s proposed merger with Terre Haute Regional Hospital (THRH) and urged the Indiana Department of Health to deny the parties’ Certificate of Public Advantage (“COPA”) application.⁸ COPA laws allow state regulators to approve mergers between hospitals and immunize them from antitrust scrutiny. Under the Biden administration, the FTC vigorously advocated against these laws, encouraging states to deny COPA applications or repeal COPA laws entirely, while challenging mergers permitted by COPA in court. This anti-COPA stance has not changed under the Trump administration.

Union Health and THRH—the only two hospitals in Terre Haute, Indiana—submitted a COPA application to state authorities in February 2025 to allow them to merge. This represented the parties’ second such application, having originally submitted a COPA application in September 2024, before withdrawing it two months later. In both instances, the FTC expressed its opposition to the merger, which it claims poses substantial anticompetitive risks such as higher healthcare costs for patients and lower wages for hospital workers.

While the FTC has not sued to block any hospital mergers in Q1 2025, its opposition to the THRH / Union Health merger suggests that the agency remains keenly focused on hospital mergers and will continue to scrutinize mergers between direct hospital competitors—just as under previous administrations.

VI. Private Plaintiff Litigation Targeting AI and Algorithmic Pricing Continues to Expand

A. In re MultiPlan Health Insurance Provider Litigation (N.D. Ill.)
As we initially covered in our Q2 2024 update, data analytics firm MultiPlan and insurer defendants are at the center of a multi-district class action litigation involving alleged algorithmic collusion in the healthcare industry. Plaintiffs (physicians and hospital systems) allege that MultiPlan colluded with major insurers and managed care organizations—including Aetna, Cigna, UnitedHealth, and Kaiser Permanente—to fix and suppress out-of-network payments to healthcare providers. Plaintiffs allege that the insurer defendants provided non-public pricing information to MultiPlan and jointly delegated to MultiPlan decision-making over out-of-network payments.

In January 2025, the defendants moved to dismiss the complaint, advancing three key legal arguments: (1) plaintiffs have not suffered any qualifying antitrust injury because they can still recoup any unpaid portions of their billed charges from patients (i.e., “balance billing”); (2) MultiPlan’s algorithmic tools rely on publicly available data and merely provide recommendations, rather than setting out-of-network prices; and (3) plaintiffs fail to allege a standalone product or price capable of being “fixed” in violation of the antitrust laws.⁹ On May 2, 2025, the district court held oral argument, and as of the publication date, the motion to dismiss remains pending. 

In a related development, in March 2025, the Trump DOJ filed a statement of interest in the MultiPlan MDL, which endorsed key policy positions taken by the Biden administration in other algorithmic collusion cases.¹⁰ The DOJ announced two important legal positions with implications for other algorithmic pricing cases: (1) use of a common pricing algorithm can qualify as illegal concerted action, even if competitors do not always use the algorithm in the same way, and (2) competitors’ exchange of competitively sensitive information can violate antitrust laws even if those exchanges occur through an intermediary, such as a third-party algorithm.

B. GoodRx and Pharmacy Benefit Manager Antitrust MDL (D.R.I.) 
Throughout late 2024 and early 2025, numerous independent pharmacies across the United States filed antitrust class actions against four major PBMs (CVS Caremark, Express Scripts, MedImpact Healthcare Systems, and Navitus Health Solutions) and GoodRx, a pharmaceutical discount provider. These cases are distinct from the FTC’s pending lawsuit against PBMs ExpressScripts, Optum, and CVS, discussed above, which challenges PBM rebate practices under the FTC Act but does not involve any allegation of anticompetitive information sharing.¹¹

Private plaintiffs in the GoodRx case allege that GoodRx conspired with the PBM defendants to artificially suppress reimbursement rates paid by PBMs to independent pharmacies, which are not vertically integrated with PBMs. According to the complaints, GoodRx offers PBMs access to an algorithmic pricing software that collects and shares PBMs’ confidential pharmacy reimbursement data. Plaintiffs allege that “each time a pharmacy sends a prescription drug reimbursement request to one of the PBM Defendants, the PBM Defendant algorithmically checks its own negotiated prescription drug price against those of its competitors (which are aggregated by GoodRx) and selects the lowest available rate at which to reimburse the pharmacy.”¹² Plaintiffs claim this conduct “empowers the PBM Defendants to artificially suppress the reimbursements they pay to pharmacies.”¹³  

On April 2, 2025, the United States Judicial Panel on Multidistrict Litigation transferred and consolidated the cases in the District of Rhode Island for all pre-trial proceedings.¹⁴ Despite being in its early procedural stages, the GoodRx litigation has drawn attention as a potential test case for algorithmic collusion claims against PBMs, which historically have not been major targets of private antitrust litigation.

C. Outlook
Although it remains to be seen whether MultiPlan and GoodRx will survive early motions to dismiss, the cases underscore a growing interest by private plaintiffs in targeting emerging AI technologies. Regardless of the pace of government enforcement, the plaintiffs’ bar continues to aggressively advance creative legal theories around algorithmic collusion across industries, including healthcare.

^[1] DOJ, Justice Department Launches Anticompetitive Regulations Task Force (March 27, 2025).
^[2] FTC, FTC Challenges Medical Device Coatings Deal (March 6, 2025).
^[3] See, e.g., Senator Warren, Warren Urges FTC to Protect Patients, Scrutinize Cardinal-GI Alliance Deal (December 23, 2024).
^[4] See Goodwin’s Antitrust and Competition Life Sciences Year in Review 2024 for more detail.
^[5] FTC, FTC Sues Prescription Drug Middlemen for Artificially Inflating Insulin Drug Prices (September 20, 2024).
^[6] In the Matter of Caremark Rx, LLC et al., Order Staying Administrative Adjudication, Docket No. 9437 (April 1, 2025).
^[7] FTC, Statement of Chairman Andrew N. Ferguson Regarding PBMs (April 4, 2025).
^[8] FTC, FTC Staff Reaffirm Opposition to Proposed Indiana Hospital Merger (March 17, 2025).
^[9] Memorandum in Support of Defendants’ Joint Motion to Dismiss the Consolidated Class Action Complaint, In Re: Multiplan Health Insurance Provider Litigation, No. 1:24cv6795 (N.D. Ill. E.D.).
^[10] Statement of Interest of The United States, In Re: Multiplan Health Insurance Provider Litigation, No. 1:24cv6795 (N.D. Ill. E.D.).
^[11] FTC, FTC Sues Prescription Drug Middlemen for Artificially Inflating Insulin Drug Prices (September 20, 2024).
^[12] C&M Pharmacy Inc. v. GoodRx, Inc., et. al., 2025 WL 831384, at ¶7 (C.D.Cal.).
^[13] Id. at ¶131.
^[14] In re GoodRx & Pharmacy Benefit Manager Antitrust Litig. (No. II), No. MDL 3148, 2025 WL 1037436 (U.S. Jud. Pan. Mult. Lit. Apr. 2, 2025).

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