On February 3, 2026, the Competition and Markets Authority (CMA) issued a rigorous Initial Enforcement Order to manage the significant acquisition of HC-One by Welltower Inc.. This order essentially places a legal freeze on the merger, requiring both companies to continue operating as entirely separate and independent businesses while the regulator investigates potential competition concerns in the UK care home market.
Under these strict “hold separate” rules, the companies are prohibited from integrating their management teams, sharing commercially sensitive information, or merging their information technology platforms. The CMA’s goal is to ensure that the healthcare infrastructure remains stable and competitive throughout the inquiry. To enforce this, the Chief Executive Officers of both firms must submit monthly compliance statements confirming that no unauthorized integration has occurred.
However, the regulatory process does allow for some flexibility through a legal mechanism known as a derogation. Alongside the enforcement order, the CMA granted a specific “consent letter” that permits Welltower to proceed with the disposal of five closed care homes. These properties were already part of a pre-existing business plan to be sold before the transaction took place. Even with this permission, Welltower must still provide the CMA with at least one week’s notice and receive final written approval before completing any individual sale.
The stakes for following these rules are incredibly high. The CMA has the power to impose civil penalties of up to 5% of a company’s total global turnover for failing to comply with the order. Furthermore, providing false or misleading information to the regulator is a criminal offense that can result in substantial fines and up to two years of imprisonment. This balanced approach ensures that essential business operations can continue while the government protects the interests of residents and the broader healthcare market.