Welltower / Multiple Care Homes Merger Inquiries

Why It Matters

The probe could force Welltower to divest assets, reshaping competition in the UK senior‑care market and affecting investors’ exposure to the sector.

Key Takeaways

• CMA launches phase‑1 inquiry into Welltower's care home purchases
• Over 600 UK care homes targeted in four acquisitions
• Initial enforcement orders issued on Feb 3, 6, 10 2026
• CMA seeks public comments before formal investigation
• Potential divestitures could reshape UK senior‑care market

Pulse Analysis

Welltower Inc., a US‑based real‑estate investment trust, has pursued an aggressive expansion into the UK senior‑care market, snapping up more than 600 operational homes from Barchester, HC‑One, Aria Care and Danforth Care. The acquisitions, structured through a web of Cayman Islands, Jersey and UK entities, reflect a broader trend of consolidation among providers seeking economies of scale and higher occupancy rates. However, the rapid pace of consolidation has raised red flags for regulators concerned that reduced competition could lead to higher prices for residents and lower standards of care.

In response, the Competition and Markets Authority has initiated a phase‑1 merger inquiry, issuing initial enforcement orders on 3 February (HC‑One), 6 February (Aria Care and Danforth Care) and 10 February (Barchester). These orders, grounded in section 72(2) of the Enterprise Act 2002, compel Welltower and its newly acquired subsidiaries to preserve competition while the CMA gathers evidence. The regulator has also published derogations that outline provisional remedies, signalling that divestiture or behavioural commitments may be required before the transaction can be cleared. Stakeholders have until a yet‑to‑be‑announced deadline to submit comments, giving the CMA a broader view of market dynamics.

The outcome of this inquiry will have far‑reaching implications for the UK care‑home sector. A forced divestiture could fragment Welltower’s portfolio, opening opportunities for smaller, regional operators and potentially improving market contestability. For investors, the uncertainty adds a layer of risk to exposure in senior‑care assets, while providers may need to reassess growth strategies that rely on large‑scale acquisitions. Ultimately, the CMA’s actions underscore the delicate balance between fostering investment in a capital‑intensive industry and safeguarding competitive markets that protect residents’ interests.

Welltower / multiple care homes merger inquiries

Published 19 January 2026 · Last updated 17 February 2026

Timeline

| Date | Action |

|------|--------|

| TBC | Deadline for phase 1 decision |

| TBC | Launch of merger inquiry |

| 3, 6 and 10 February 2026 | Initial enforcement order (*) |

| 19 January 2026 to 2 February 2026 | Invitation to comment |

(*) The CMA has made an initial enforcement order. This case page will be updated when the CMA formally commences its phase 1 investigation.

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Transactions being investigated

The CMA has decided to investigate the completed acquisitions by Welltower Inc. of multiple care homes managed by Barchester, HC‑One, Aria Care and Danforth Care, including the following entities:

HC‑One acquisition

• HC One Topco Limited (Cayman Islands) and its subsidiaries

• HC One Ltd (UK) and its subsidiaries

• HC One No.1 Ltd (UK)

• HC One No.2 Ltd (UK)

• HC One No.5 Ltd (UK)

• Ideal Carehomes Ltd (UK) and its subsidiaries

• Ideal Carehomes (2) Ltd (UK)

• Ideal Carehomes (5) Ltd (UK)

• Ideal Carehomes (4) Ltd (UK)

Barchester acquisition

• Scarborough Hall Ltd (UK)

• Barchester Holdco Jersey Ltd (Jersey) and its subsidiaries

• Worplesdon View 2016 Ltd (UK) and its subsidiaries

• Barchester Propco Two Ltd (UK) and its subsidiaries

• Barchester Holdco Ltd (UK)

• GCH (One) Ltd (Jersey)

• Wadhurst Manor 2015 Ltd (UK)

• GCH (Two) Ltd (Jersey)

• Juniper House 2015 Ltd (UK)

• GCH (Four) Ltd (Jersey)

• Oak Grange 2015 Ltd (UK)

• GCH (Three) Ltd (Jersey)

• Marnel Park 2016 Ltd (UK)

• GCH (Five) Ltd (Jersey)

• GCH (Six) Ltd (Jersey)

• Barchester Propco (Maidstone Two) Ltd (UK)

• Deeping Care Home Ltd (UK)

• GCD (Balsall) Ltd (Jersey)

• Barchester Propco (Ltd) (UK)

• GCD (Hopton) Ltd (Jersey)

• Barchester Propco 2019 Ltd (UK)

• GCD (Newark) Ltd (Jersey)

• GJP Southport Ltd (UK)

• GCD (Lymm) Ltd (Jersey)

• Burton Waters Care Home Ltd (UK)

• Barchester Propco Jersey Ltd (Jersey)

• Tewkesbury Care Home Ltd (UK)

• GCD (Saltford) Ltd (Jersey)

• Barchester Propco Hellens Ltd (UK)

Danforth Care acquisition

• Willhow Carehomes Topco Limited (UK) and its subsidiaries

Aria Care acquisition

• Farehom OpCo Limited (UK)

• Orpington Opco Limited (UK)

• Asprey Healthcare Limited (CQC Registrant) (UK)

• AriaNL CHD HoldCo Ltd (Jersey) and its subsidiaries

• Asprey HoldCo One (UK) Limited and its subsidiaries

• Aria Holdco Three (UK) Ltd and its subsidiaries

• Aria Operations MB Ltd and its subsidiaries

In total, the four acquisitions include over 600 operational care homes and a further number of care homes for which planning permission has already been granted.

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Initial enforcement orders

• 10 February 2026 – The CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Welltower Inc., Mint UK Bidco LLC, Barchester Holdco (Jersey) Limited, Scarborough Hall Limited and Limecay Limited (Barchester acquisition).

  • Initial enforcement order (Barchester acquisition) (PDF, 198 KB)

• 6 February 2026 – The CMA served initial enforcement orders under section 72(2) of the Enterprise Act 2002 on:

  1. Welltower Inc., Neptune WT Topco Limited, Asprey HoldCo One (UK) Limited, Aria Holdco Three (UK) Ltd and AriaNL CHD Holdco Ltd (Aria Care acquisition)

  2. Welltower Inc., Marvin Topco Limited and Willow Carehomes Topco Limited (Danforth Care acquisition)

  • Initial enforcement order (Aria Care acquisition) (PDF, 198 KB)

  • Initial enforcement order (Danforth Care acquisition) (PDF, 199 KB)

• 3 February 2026 – The CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Welltower Inc., Horizon TopCo Limited and HC‑One Topco Limited (HC‑One acquisition).

  • Initial enforcement order (HC‑One acquisition) (PDF, 206 KB)

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Amendments and consents granted

• Derogation 3 February 2026 (HC‑One) (PDF, 179 KB)

• Derogation 6 February 2026 (Aria Care acquisition) (PDF, 183 KB)

• Derogation 10 February 2026 (Barchester acquisition) (PDF, 180 KB)

• Derogation 13 February 2026 (HC‑One) (PDF, 158 KB)

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Invitation to comment

19 January 2026 – The CMA is issuing this invitation to comment to allow interested parties to submit any initial views on the impact that the transactions listed above could have on competition in the UK. The CMA has not yet launched its formal investigation; this invitation is the first part of its information‑gathering process.

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Pre‑notification

The CMA has received the necessary information from the parties to commence pre‑notification.

Please send written representations about any competition issues to:

[email protected]

Principal Case Officer: Victoria Xia – [email protected]

Case Officer: Connor McGowan – [email protected]

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Update history

1. 17 February 2026 – Derogation published.

2. 10 February 2026 – Derogations and initial enforcement orders published.

3. 3 February 2026 – Derogation and initial enforcement order published.

4. 19 January 2026 – First published.