Omnicom–IPG $13.5B deal gets FTC nod with strict anti-collusion rules

The U.S. Federal Trade Commission (FTC) has approved a final order resolving antitrust concerns over Omnicom Group Inc.’s $13.5 billion acquisition of The Interpublic Group of Companies, Inc. (IPG), imposing conduct restrictions aimed at preventing coordination among media-buying agencies and clarifying that Omnicom cannot deny ad spend to publishers based on political or ideological views unless an individual client explicitly instructs it to do so.

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“Following a public comment period, the Federal Trade Commission has approved a final order to settle Federal Trade Commission charges that Omnicom Group Inc.’s $13.5 billion acquisition of The Interpublic Group of Companies, Inc. (IPG) would violate the antitrust laws. The order eliminates Omnicom’s ability to deny advertising dollars to media publishers based on their political or ideological viewpoint, except at the express and individualized direction of Omnicom’s advertiser customers,” FTC said in an official statement adding that the final order clarifies scope and installs a compliance monitor. The Commission voted 2-0-1 to approve the order, with Commissioner Mark R. Meador recused.

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The final action follows the FTC’s June move to accept a proposed consent order for public comment.

Then, the agency said it was taking steps to resolve antitrust concerns related to Omnicom acquisition of IPG.

As per the June order, the proposed order was designed to “prevent potential anticompetitive coordination by Omnicom, a global advertising agency that facilitates media buying by representing advertisers in negotiations with media publishers over conditions such as pricing, ad placement, and sponsorships, as well as helping execute advertisers’ ad campaigns.”

Earlier report on green lights for the merger

Explaining the underlying competition concern, the FTC said, “Omnicom and IPG are the third- and fourth-largest media buying advertising agencies in the U.S. Combined, they will be the world’s largest media buying advertising agency. The proposed order imposes restrictions that prevent Omnicom from engaging in collusion or coordination to direct advertising away from media publishers based on the publishers’ political or ideological viewpoints.”

The agency tied the remedy to alleged historical conduct risks in the sector.

“The FTC’s complaint alleges that advertising agencies have coordinated—including through industry associations—on decisions not to advertise on certain websites and applications. Coordination among advertising firms may reduce ad revenues for particular media publishers, forcing those publishers to reduce the amount of content they can offer to their own consumers and their investment in their sites,” they said in their June statement.

Daniel Guarnera, Director of the FTC’s Bureau of Competition, had explained both the market impact of publisher boycotts and the order’s intent to protect advertiser choice.

“Websites and other publications that rely on advertising are critical to the flow of our nation’s commerce and communication. Coordination among advertising agencies to suppress advertising spending on publications with disfavored political or ideological viewpoints threatens to distort not only competition between ad agencies, but also public discussion and debate. The FTC’s action today prevents unlawful coordination that targets specific political or ideological viewpoints while preserving individual advertisers’ ability to choose where their ads are placed. I thank the FTC staff for their thorough investigation of this merger,” he said back in June.

The FTC said it modified the original proposal after reviewing public comments.

“In response to comments received during the designated public comment period, the Commission modified the proposed order. The final order further clarifies the order’s scope and imposes a compliance monitor,” they said in their September 26 statement.