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Ethos (TPG) – EMIS and certain related assets

Waiver

WA-70002

View on ACCC website
Approved

Stage

Waiver application

Waiver Application Date

03/01/2026

Determination Published

13/01/2026 (10 cal / 2 bus. days)

Determination

Approved

Acquirers

Ethos Bidco, Ltd

UK Company Number: 16905190

Targets

EMIS Group Limited

ABN: 75 075 102 028

UnitedHealth Group Incorporated (UHG)

US EIN 4113221939

Other parties

TPG, Inc

US EIN 872063362

Description

Ethos Bidco, Ltd (Ethos) proposes to indirectly acquire the following from affiliates of UnitedHealth Group Incorporated (UHG) pursuant to a Share and Asset Purchase Agreement (EMIS SAPA):

  • 100% of the shares of EMIS Group Limited (EMIS); and
  • Certain healthcare technology assets used in the UK by UHG's wholly owned subsidiary, Optum Health Solutions (UK) Limited (Transferred Assets).

Ethos also proposes to acquire 100% of EMIS Health India Private Limited (EMIS India) (together with EMIS and the Transferred Assets, the Target Group) from UHG through a separate Share Purchase Agreement (EMIS India SPA, together with EMIS SAPA, the Acquisition).

Ethos is a special purpose vehicle established by funds managed by affiliates of TPG Inc. (TPG) for the purpose of the Acquisition. TPG is a leading global alternative asset manager firm founded in San Francisco in 1992.

UHG is an NYSE-listed multinational healthcare and well-being company. EMIS is a UK-based healthcare software business ultimately owned by UHG. Its core product is a primary care electronic patient record (EPR) system.

In Australia, the Target Group's activities are limited to the provision of ancillary services to a single customer in relation to the Target Group's legacy EPR system.

Commentary

TPG's acquisition of EMIS Group and related assets was the one of the first two acquisitions to be granted a notification waiver by the ACCC. EMIS's core product is a primary care electronic patient record (EPR) system. The ACCC determined the acquisition did not require notification because:

  • there is very limited horizontal overlap in Australia between TPG's portfolio companies (Nextech supplies specialty-specific software to dermatology/plastic surgery clinics, while Covetrus supplies software to veterinary practices) and EMIS;
  • EMIS' Australian activities are limited to maintenance services for a single customer with a legacy EPR system; and
  • alternative suppliers of EPR systems and healthcare software remain in Australia.

While notification thresholds were likely met, the ACCC waived the requirement given its view that there were minimal competition concerns.

landmark

Updated 19/01/2026

Industries

Software Publishing

Timeline & Events

  •

    Waiver application determination: Approved

    13/01/2026

    View document

  • Merger notified to ACCC

    03/01/2026