CDH to Join Massachusetts General Hospital
We’ve been getting questions about Cooley Dickinson Hospital’s plan to join Massachusetts General Hospital (MGH) in Boston, announced on Feb. 27, 2012. Here are some answers. If you have questions not answered below, please send them to Public_Affairs@cooley-dickinson.org.
||(L to R) Matthew Pitoniak, Chair, CDH Board of Trustees, Tony James, Vice President of Network Development, MGH, Craig Melin, President/CEO, Cooley Dickinson Hospital and Dr. Peter Slavin, President, MGH address questions at an informational event.
Read media reports here. Learn more about accountable care organizations here.
Watch the video presentation from CEO Craig Melin
What does the Trustees' decision mean? What happens next?
The Trustee vote authorizes continuing negotiation exclusively with the chosen partner. This will include additional due diligence to be sure Cooley Dickinson and Mass General have sufficient information about each other’s services, governance, operations, finances, etc. “Due diligence” is used for both sides to investigate and evaluate a business opportunity. An informal way of describing it might be looking under each other’s hoods. The due diligence process includes looking at relevant areas of the past, present, and predictable future of organizations involved in joining. We don’t anticipate that any issues will arise on either side.
The negotiations and due diligence would then lead to development of a formal affiliation agreement that encompasses the understandings the parties have reached at that time. The agreement will describe the governance structure (board role, physician roles) that will be put into place both at Cooley Dickinson and with Mass General; what changes may be needed in the governance documents (Articles of Organization, bylaws) of Cooley Dickinson and Mass General; the commitments Mass General will be making to Cooley Dickinson, for example, with regard to clinical services and physician recruitment; and any other terms of the deal that Cooley Dickinson would expect to be in place once the affiliation is complete.
When the terms of the affiliation are agreed upon, they will be presented to the Trustees for approval. Once approved, Cooley Dickinson will then move forward to seek needed governmental review and approvals.
What kind of governmental review will there be?
After the final merger agreement is signed by both parties, an application for a Determination of Need would be filed with the Massachusetts Department of Public Health (DPH) because our joining the larger system would mean a change of governance at Cooley Dickinson, which requires DPH approval.
In addition, the Massachusetts Attorney General may review the affiliation agreement and proposed merger if any antitrust issues are raised. While Attorney General approval would not be required for the merger to be completed, the Attorney General does have the power to pursue legal action to try to block mergers with which she has significant antitrust concerns. We expect the Attorney General to look carefully at the merger in light of concerns about prices at both Mass General and Cooley Dickinson.
At the end of the governmental review process, we would have to file for a new hospital license, record the change with Medicare, and update contracts with payers to reflect the change in ownership.
How will MGH help Cooley Dickinson expand programs and services?
Mass General will help us recruit specialists in areas where we identify we need them. For example, we do not have vascular surgeons and may also seek neurology subspecialists. With the addition of MGH resources at Cooley Dickinson, some patients may prefer to receive their care here, rather than traveling elsewhere in the region. Telemedicine can grow volume here. Telemedicine uses high-definition videoconferencing and online collaboration among providers. Cooley Dickinson uses it to consult with MGH neurologists about stroke patients in the Emergency Department. Mass General uses telemedicine, for example, for dermatology at a distance; for ALS patients in Maine, and for pediatric intensive care patients.
Will more patients be sent to Boston for care?
Neither Cooley Dickinson nor MGH seek to shift care out of the Pioneer Valley. Patients ultimately drive this decision, but our intention is that care that can and should be delivered in this region will continue to be provided in this region. Mass General is not interested in treating Pioneer Valley residents who can be cared for at Cooley Dickinson or Baystate Medical Center.
• We will continue to rely on and refer to Baystate Medical Center those patients who need the high-quality care that Baystate delivers for trauma, heart attacks, and high-risk pregnancies, for example. We will work closely with Baystate and its providers to continue to improve the coordination of care provided to patients who use both of our organizations.
• Mass General would like to care for more of the 600 patients from our area who travel east in an average year for care at a larger hospital. Currently, Mass General treats about 200 of those patients. Cooley Dickinson and Mass General intend to make access to and coordination of care that is beyond what is available in the valley to be so exceptional at MGH that patients choose to stay within our new system.
• Our cancer program already works that way – MGH has helped patients get whatever expertise they need, and to stay here in our community for care that MGH and coordinate locally. Our commitment is to quality care close to home and access to outside specialty care when needed.
Could either Mass General or Cooley Dickinson change its mind about merging?
Yes, until a final affiliation agreement is signed, either party is not obliged to go forward, for example, if something unfavorable and significant is found in the due diligence process. Once the boards approve the agreements and the external reviews have begun, generally there are very limited reasons that might prevent the completion of the affiliation. We believe both parties will seek to make this work.
When will Cooley Dickinson officially join Mass General?
We expect that negotiating a final affiliation agreement, due diligence, and regulatory review will take six to seven months. Organizations often try to finalize mergers when their fiscal years begin, in our case Oct. 1, or at the start of the new calendar year.
I made a donation to the campaign for the Cancer Center and nurse development. Will my money go to Boston?
All donations raised by Cooley Dickinson Hospital and the VNA & Hospice of Cooley Dickinson will be used to support programs and services at Cooley Dickinson or our VNA & Hospice. Mass General believes that funds raised locally should be used to support local programs and services. CDH’s collaboration with MGH’s world-class cancer program offers multiple benefits for cancer patients. MGH cancer center staff are assisting Cooley Dickinson with plans for a cancer center here that incorporates the very best oncology practices that a community hospital can offer.
How will the decision the Trustees made affect patients? Will there be any changes to insurance coverage or doctors?
Patients can continue to see their own doctors and their insurance will continue to be accepted. As we move forward with our new partner, we look forward to providing more services to our patients and communities.
Mass General has high prices. Will they raise prices at Cooley Dickinson?
One of the goals the Board of Trustees set in seeking an affiliation partner was to choose a partner who will help Cooley Dickinson reduce expenses so that prices can be reduced and care made more affordable. Cooley Dickinson began reducing prices last fall and will continue to do so.
Mass General will help lower prices by helping Cooley Dickinson grow programs and volume by bringing additional specialists to Northampton and by increasing the use of telemedicine. Having more patients has the effect of reducing unit cost and therefore unit price, especially in areas, such as robotic surgery, where our current volume is below capacity.
Mass General will help Cooley Dickinson reduce overhead costs, such as by providing access to low-interest refinancing of $62 million in bonds, lower malpractice insurance cost, and group purchasing rates for big-ticket purchases, such as information technology systems.
What will the new ownership mean for the “average” patient? What changes will be evident to them?
Right now, patients are getting the high-quality care they need where they need it, and that will continue. Surgeries will be performed, babies born, and patients cared for. It will be transparent to patients for some time to come that the Board chose a new partner. Mass General has world-renowned expertise in patient care and will help Cooley Dickinson continue to improve care, which has already been ranked in the top 5 percent in the country for patient safety.
Will control of our community hospital be switched to Boston?
Cooley Dickinson will continue to have a local Board of Trustees. The local board will, as today’s board does, appoint providers to the medical staff and oversee the quality of care and financial success of Cooley Dickinson, just as a local board did from 1993 to 2008, when Dartmouth-Hitchcock Alliance owned Cooley Dickinson Hospital. Mass General will have some representatives on the local Board of Trustees.
Background Information about Cooley Dickinson's Affiliation Process
When news of the affiliation became public in 2010, a lot of people wondered: What is this affiliation about and what will it mean for our community and the quality of our health care?
CDH President/CEO Craig Melin addresses some questions that are on peoples’ minds. Read on below or watch the video here. Please note, the video was recorded prior to the Trustees' decision in late February.
Why is Cooley Dickinson seeking an affiliation partner?
Changes in the way health care is paid for and provided make it more and more difficult for stand-alone hospitals to thrive. And the changes are coming fast and furious. Rather than let the environment happen to us, we are always looking at what’s coming next in the future and taking actions in advance, rather than waiting. Read more about how and why here.
What are the goals of the partnership?
The Cooley Dickinson Board of Trustees chose to pursue affiliation to achieve the following:
- strengthen Cooley Dickinson’s ability to grow programs and revenue consistent with providing high-quality, affordable, easily accessible care for the community we serve.
- reduce overhead costs, helping us to reduce prices to make care more affordable.
- build a partnership for entering the new era of population-based care.*
What are the criteria for selecting a partner?
Five criteria have been used throughout the process to best help our care system meet future community needs.
- Value for the community: Proposal that offers greatest promise to assure community access to high-quality, low-cost care in the new era of population-based care.
- Robust local care system: Proposal that offers the greatest promise to utilize local resources – hospital and physician – to meet the needs of the community.
- Resources and commitment: The organization selected has the resources and has demonstrated a commitment to support a robust local care system.
- Culture: The organization that offers the greatest promise for compatibility with our health system values and those of our community.
- Local role in governance: The organization that proposes a model that offers a role for local input into the decisionmaking process.
Learn more about Cooley Dickinson and Massachusetts General Hospitals by downloading the following fact sheets:
If you have additional questions, email firstname.lastname@example.org.
* Population-based care focuses more on prevention and incorporates programs to help patients stay healthier and avoid expensive treatments.