Saint Alphonsus Medical Center - Nampa Inc. v. St. Luke's Health System, Ltd.

778 F.3d 775 (9th Cir. 2015)


Nampa, has a population of approximately 85,000. The largest adult primary care physician (PCP) provider in the Nampa market was Saltzer (D), which had sixteen PCPs. St. Luke's (D) had eight PCPs and Saint Alphonsus nine. Several other PCPs had solo or small practices. In 2012, St. Luke's (D) acquired Saltzer's (D) assets and entered into a five-year professional service agreement (PSA) with the Saltzer physicians. Saint (Ps) filed a complaint in the District of Idaho seeking to enjoin the merger under Clayton Act § 7. The FTC and the State of Idaho filed a complaint in the district court seeking to enjoin the merger.  The district court consolidated this case with the one filed by the Private Hospitals and the government (Ps). The court found that the 'huge market share' of the post-merger entity 'creates a substantial risk of anticompetitive price increases' in the Nampa adult PCP market. It rejected an argument by Ds that anticipated post-merger efficiencies excused the potential anticompetitive price effects. The district court ordered divestiture. This appeal followed.