The Competition and Markets Authority (CMA) has proposed to accept remedies offered after publishing its decision into Welltower’s purchase of more than 600 UK care homes.

It said the undertakings by Welltower Inc. and Apex Healthcare Properties LLC might be accepted following its phase one investigation into a series of transactions involving properties operated by providers including Barchester Healthcare, HC-One, Aria Care and Danforth Care.

The decision was given on 21 May 2026, with the full text published on 27 May 2026. The CMA had previously decided on 7 May 2026 that each of the four transactions constituted a relevant merger situation and that each has resulted, or may be expected to result, in a substantial lessening of competition in one or more markets in the United Kingdom, identifying competition concerns in 30 local areas across England and Scotland.

During the investigation, Welltower proposed undertakings comprising:

• The divestment of its freehold or leasehold interests in, and the operations of, certain care homes currently operated under a RIDEA structure (the freehold and leasehold divestments) to address concerns around ownership-level competition.
• The reallocation of operators at certain care homes (the Operator Reallocations) to address concerns around local operator competition.
• A separate undertaking from Apex that it will not re-enter into any operator contracts in relation to the reallocated homes.

Under the freehold and leasehold divestments, Welltower has also offered an upfront buyer condition, meaning it must enter into a purchase agreement with a CMA-approved buyer before the CMA will finally accept the proposed undertakings.

The investigation is widely regarded as a landmark case for how the CMA approaches complex healthcare transactions involving institutional investors, landlords and operators.

Comment from competition lawyer

Matthew Woodford, Partner and Head of Competition at Browne Jacobson, said: “The CMA's formal decision that undertakings might be accepted confirms the regulator believes competition concerns in this complex set of transactions are capable of resolution at phase one rather than requiring a full phase two inquiry.

“The use of a 35% bed capacity threshold in local areas will serve as an important reference point for investors and operators structuring transactions in local markets where concentration is already high. Being alert to the possible use of this threshold from the outset of any transaction will be essential going forward.”

What this means for healthcare transactions 

Vicky Tomlinson, Partner and Corporate Health Lead at Browne Jacobson, said: “The CMA's publication of the formal undertakings decision provides considerably more detail on how the regulator has approached these closely watched healthcare transactions.

“What is particularly notable is the dual focus on both ownership-level competition and operator-level competition as separate theories of harm. The CMA has treated the relationship between real estate ownership and operational influence as a distinct competition question in its own right, which has implications for how future transactions involving institutional landlords and care operators are structured.

“The inclusion of the Apex undertaking, preventing re-entry into operator arrangements at the reallocated homes, signals that the CMA is alive to the risk of competition concerns through contractual arrangements following a structural remedy. Investors and landlords will need to think carefully about how their ongoing commercial arrangements may affect resident choice, pricing and quality of care.

“The upfront buyer condition is also significant. The CMA will only accept the proposed undertakings once Welltower has entered into an agreement with a nominated buyer that the CMA considers suitable, and the CMA will consult publicly on the suitability of each nominated buyer before acceptance. This means that prospective acquirers of divestment homes will need to demonstrate credibility, operational experience and regulatory standing as part of that process — and should begin preparing now.

“The CMA has until 21 July 2026 to decide whether to accept the undertakings, with the possibility to extend this deadline to 17 September 2026 if there are special reasons for doing so. If no undertakings are ultimately accepted, the mergers will be referred for a phase two investigation.

“We will continue to monitor developments closely and advise clients as the consultation process unfolds.”

Browne Jacobson's corporate health team advises investors, operators and lenders on acquisitions and disposals, regulatory compliance and strategic due diligence across the independent health and care market.

To discuss the implications of this decision or broader developments in the sector, please contact our independent health and care team.