CNE, Partners plan definitive merger agreement

CARE NEW ENGLAND and Partners HealthCare announced today the companies plan a definitive agreement, with an open-ended, exclusive letter of intent to merge.
CARE NEW ENGLAND and Partners HealthCare announced today the companies plan a definitive agreement, with an open-ended, exclusive letter of intent to merge.

PROVIDENCE — Care New England Health System and Partners HealthCare of Massachusetts have agreed to enter into a definitive agreement to merge, the next step in the process for the Massachusetts company to acquire CNE.

“We look forward to the opportunity this now affords and what it means for the delivery of high-quality health care for our patients, the community we serve, and our vital academic partnerships. We will continue to focus our efforts on the remaining work while doing so with perseverance that reflects the needs of our patients and the ever-changing health care landscape,” said CNE President and CEO Dr. James E. Fanale.

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In late December 2017, Care New England and Partners HealthCare agreed to extend a letter of intent to merge, set to expire on Dec. 31, through the end of January 2018. As a result of the companies’ latest agreement, the existing letter of intent and exclusivity has been extended until a definitive agreement is executed, according to Care New England’s statement on the matter.

The plan to move forward with a definitive agreement includes Kent Hospital in Warwick; Women & Infants Hospital of Rhode Island in Providence; the VNA of Care New England, based in Warwick; Butler Hospital in Providence; and The Providence Center in several Rhode Island locations.

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“Under the proposal, the strong educational and research relationship that CNE has fostered with Brown University will continue to play a critical role in the health care landscape and its future development,” the statement reads.

Last week, Brown President Christina H. Paxson announced a proposal to partner with Prospect Healthcare in a joint pitch to merge with Care New England if time ran out on the previous letter of intent, or if the deal otherwise failed.

“Today’s announcement, which was approved by the Boards of Directors of Care New England and Partners HealthCare, marks an important milestone in the exclusive negotiations. The definitive agreement represents a more formal document that would outline the details and plans for the actual transaction. Following the development and execution of the definitive agreement, it is expected the organizations would move forward with the needed state and federal regulatory approvals. Both CNE and Partners hope to develop and execute the definitive agreement as soon as possible,” Care New England’s statement reads.

The deal’s state regulatory hurdles begin once the parties file a Hospital Conversion Act application with R.I. Attorney General Peter F. Kilmartin’s office and the R.I. Department of Health.

After that, both offices will review to determine the application is complete. Once application is deemed complete, the review process starts, said Amy Kempe, public information officer at Kilmartin’s office.

The AG’s review lasts 30 days, during which the office considers 25 criteria, including whether the merger will harm the public’s health care interest, whether the deal presents conflicts of interest, and whether the purchase price has been negatively affected by officers, board members or senior management.

The DOH review considers eight criteria, including whether sufficient safeguards have assured the community’s continued access to affordable care and whether traditionally underserved populations will have appropriate access.

Care New England noted in its statement it has maintained a close working relationship with Partners HealthCare since 2009 through a clinical affiliation with Brigham and Women’s Hospital (one of the founding members of Partners) in cardiology, and vascular, thoracic, and colorectal surgery.

“Since 2009, CNE and the Brigham have had a close clinical affiliation. By combining the talent, experience, and resources of our two organizations, we will achieve more integrated, coordinated care offered conveniently – in the right place at the right time – improving outcomes and reducing the rise in health care costs,” said Brigham Health President Dr. Betsy Nabel.

There has also been a long-standing collaborative and collegial relationship between McLean Hospital (a Partners hospital) and Care New England’s Butler Hospital to provide high-quality behavioral health care and innovative research locally within the Rhode Island community.

“Our lengthy discussions and due diligence with CNE have strengthened our relationship and further solidified our interest in building on the successful clinical collaboration we have already developed together,” said Partners HealthCare President and CEO Dr. David Torchiana. “We are also aware of and deeply respectful of the other components of the Rhode Island health care landscape and hope to find common ground and mutually beneficial pathways to improve the academic strength of the hospital programs and maximize the benefit to the Rhode Island economy.”

Rob Borkowski is a PBN staff writer. Email him at Borkowski@PBN.com.

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