Blue Cross and Blue Shield of Ohio policyholders last week approved the proposed transfer of most of the plan's assets to Columbia/HCA Healthcare Corp.
The insurer called the 60-40 margin a landslide. But state officials who are investigating the $299.5 million transaction said the proposed deal has yet to undergo a thorough review, which will take months.
The vote, in which 26% of policyholders cast their proxies, followed an advertising campaign in which the Blues said it spent $600,000 to promote the deal. That included $74,700 to promote and air a half-hour "infomercial" that ran in Cleveland, Columbus and Toledo during the weekend preceding last week's policyholders' meeting.
The vote was 29,743 for the transaction and 6,903 against. Of the votes in favor, 9,885 actually were cast by policyholders; the Blues said it voted 19,858 proxies it held.
Some 64,181 proxies were mailed out.
It could take until the end of the year or later for the Ohio Department of Insurance to decide whether to approve the transaction, department spokeswoman Terri Leist said. It will be at least two months before public hearings are held, she said.
The department has selected an investment banking firm to review the deal, a process that will take up to seven weeks, Leist said. The name of the firm had not been released late last week because terms were being negotiated, she said.
Concurrently, the department is conducting its own review of the transaction as well as a routine financial audit of the Cleveland-based insurer. The Blues plan has yet to file a disclosure statement that would reveal financial details of the deal, Leist said.
Officials also will review last week's vote and the commercials to determine whether policyholders were adequately informed. If not, the insurance department could nullify the vote.
State Attorney General Betty Montgomery is conducting an antitrust review of the transaction and also has filed a lawsuit to protect charitable assets and prevent Blues officials from receiving compensation from the deal.
At last week's policyholders' meeting in Cleveland, Blues Chief Executive Officer Jack Burry Jr. took questions from the audience before the vote. "I know it's tough to understand," Burry said in response to one person who expressed confusion. "We're a big company. Columbia is much bigger. Sure, it's complicated and hard to understand. So I can only ask for your trust."
Outside, about 40 protesters marched in a rally organized by the Ohio AFL-CIO.
State Sen. Dennis Kucinich (D-Cleveland) used the occasion to announce his plans to introduce legislation that would govern the transfers of not-for-profit assets to for-profit entities. A staff member for Kucinich, who is running for Congress, said it's unlikely the legislation would affect the Blues deal.