Meridian – Raritan Bay Merger

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CORPORATE STRUCTURE

Meridian Health consisted of 13 first level subsidiaries in the corporate tree, with 6 second level subsidiaries, and 5 third level subsidiaries all emanating from the second level company Meridian Health Foundation, Inc. There were six hospitals: Southern Ocean Medical Center; Bayshore Community Hospital; Riverview Medical Center; Ocean Medical Center; Jersey Shore University Medical Center; and K. Hovnanian Children’s Hospital.  With the merger between Meridian and Raritan Bay Medical Center, two hospitals were added to Meridian Health: Raritan Bay Medical Center Perth Amboy and Raritan Bay Medical Center Old Bride.  All of the Meridian hospitals ranged in distance from each other from 31 miles for 6 of the hospitals, and two outliers at 40 and then 80 miles from the closest cluster hospital in Neptune.  Additionally, there were five long-term care/rehab facilities in the Meridian package: Brick; Ocean Grove; Shrewsbury; Wall; and Bayshore Health Center.

Raritan Bay Health Services Corporation was the parent organization of Raritan Bay Medical Center (RBMC), Raritan Management Corporation and Raritan Bay Healthcare Foundation.  RBMC was a not-for-profit private corporation that operated two hospitals located in Perth Amboy and Old Bridge in Middlesex County.  The Perth Amboy division was a 388-bed general acute care hospital, and the Old Bridge division, located about ten miles south, operated a 113 bed general acute care hospital with a related medical office building. Raritan Bay Healthcare Foundation was a public foundation organized to support the charitable programs and services of RBMC through fundraising.  Raritan Management Corporation provided the ambulance and property management services, as well as other subsidiaries and affiliates of the parent company.

With the merger between Meridian Health and Raritan Bay approved, that made for 7 hospitals in the Meridian Health System extending from Monmouth and Ocean Counties into Middlesex County, for a combined market of 1.5 million patients.  The merger brought Raritan Bay and all Raritan Bay entities under the umbrella of Meridian Health, which is now merged with Hackensack University Health Network, creating Hackensack Meridian Health (HMH).

CN EXEMPTION

Since this was a merger between two non-profit hospital entities, the deal was able to avoid the Certificate of Need (CN) process with the NJ Department of Health (DOH). In December 2014, the legal counsel to Meridian wrote a letter to Mr. John Calabria, Director of the Office of Certificate of Need and Healthcare Facility Licensure, confirming their understanding of the law that the merger was not required to undergo the CN process.  Meridian also provided an exemption letter from Meridian’s merger with Bayshore Community Hospital in 2009, claiming that this similar merger with Raritan Bay should follow suit.  In February 2015, Mr. Calabria requested the transaction agreement between Meridian Hospitals Corporation and Raritan Bay medical Center, in addition to clarifying questions about the transaction, which Meridian provided.  In March 2015, Mr. Calabria responded by letter confirming the transaction’s exemption from the CN process.

LETTER OF INTENT/TERMS & CONDITIONS

On September 24, 2014, Meridian Health System and Raritan Bay Health Services Corporation signed a Letter of Intent (LOI) to memorialize the proposed merger of the non-profit companies.  On February 5, 2015, attorneys for RBMC wrote a letter to the NJ Attorney General to initiate a review of the transaction.  In April 7, 2015, the boards of trustees of meridian Health and Raritan Bay Services Corporation signed a Definitive Agreement for Raritan Bay Medical Center to become a wholly-owned subsidy of MHC. After an eight-month review, the Attorney General’s Office approved the deal, and a Superior Court judge gave final approval to the merger on Dec. 30 to take effect on Jan. 1, 2016.

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Thats all, folks - no more news!

Meridian – Raritan Bay Merger Contact