CMA’s Welltower investigation – Welltower offers undertakings in lieu

As we reported previously, the outcome of the Competition and Markets Authority’s Phase 1 merger investigation into Welltower’s acquisition of the real estate interest in 647 care homes managed by Barchester Healthcare, HC-One, Aria Care (including Asprey Healthcare) and Danforth Care, was that the acquisitions had given rise to a realistic prospect of a substantial lessening of competition (SLC) in 30 local areas. The harm to competition affected the markets in residential care for the elderly and nursing care for the elderly. 

Welltower and its operator Apex were given until 14 May 2026 to offer undertakings in lieu of a reference (UILs) to the CMA to remedy the competition concerns identified. A UIL is a commitment to take specific steps for the purpose of reversing or mitigating the SLC. Unless they offered satisfactory undertakings, the CMA would refer each of the acquisitions for a Phase 2 merger investigation.

What is the latest?

The CMA has reported that Welltower has offered undertakings to sell a number of care home properties, and to reallocate the operation of certain other care homes to a new operator.

The CMA believes these undertakings will resolve its competition concerns and has confirmed that it will consult on these undertakings, and on the proposed purchaser(s) in due course. 

What are the implications for others in the care home sector?

We can expect the undertakings to apply to care homes in each of the 30 local areas where the CMA identified a SLC. The full text of the CMA’s Phase 1 decision has not yet been published, so it is not yet known where these 30 local areas are.

There will be resulting opportunities for one or more businesses to acquire the care homes which Welltower has agreed to divest, and opportunities for one or more care home operators to win the operating contract for those care homes where Welltower has offered a change of operator.

Updates regarding the CMA’s investigation can be found on the CMA’s case page.

Our healthcare team are currently advising a number of clients on the impact of the CMA’s investigation including on the CMA’s powers and remedies. Please contact Vincent Buscemi, Sarah Skuse, or Bethan Lloyd for support.

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