Omnicom’s acquisition of IPG can proceed, but with strings attached: US antitrust body

Omnicom’s proposed $13.5 billion all-stock acquisition of rival Interpublic can proceed, but with key conditions
aimed at preserving media neutrality, the U.S. Federal Trade Commission (FTC) announced on Monday.
The FTC’s settlement prohibits the merged entity from entering into agreements that would steer advertising
dollars toward—or away from—publishers based on their political content. However, individual advertisers will
still retain the right to choose where their ads appear, the agency clarified.

The FTC, currently led by Trump-appointed chairman Andrew Ferguson, announced a proposed order which “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 terms of the FTC’s proposed consent order include a series of provisions that “would eliminate 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.

The agreement also resolves potential concerns stemming from the FTC’s early-stage inquiry into alleged co-ordination between ad firms and media watchdogs - groups that tech entrepreneur Elon Musk has accused of driving advertiser boycotts on his platform X (formerly Twitter).

Under the agreement, the merged company must provide relevant documents and submit annual compliance reports for five years.

The settlement remains subject to final approval by the Republican-led commission following a public comment period. Two commissioners voted in favor of the proposal, while a third recused themselves.

Agencies welcomed the FTC’s decision

Omnicom and Interpublic welcomed the FTC’s decision, calling it a significant step toward completing the merger. The companies expect to receive the remaining regulatory approvals and close the deal in the second half of the year, as originally planned.

"We are delighted that our transaction with Interpublic has cleared this significant regulatory hurdle," said John Wren, Chairman & CEO of Omnicom, in a statement.

"This is an important step toward the completion of the proposed acquisition and creating a new era in which we help clients grow with a comprehensive range of marketing and sales solutions, incorporating both creativity and technology. We continue to look forward to obtaining the remaining regulatory approvals and closing in the second half of this year, consistent with our expectations when we announced this transaction,” he noted.

"Today's news is a notable step forward in the process of combining our companies and their deep pools of talent, complementary capabilities, and geographic strengths," added Philippe Krakowsky, CEO of Interpublic, in a statement. "Together with John and as part of his team, we will be exceptionally well-positioned to meet the evolving needs of clients in a consumer and media landscape being transformed by technology and data."

Once completed, the merger will create the world’s largest advertising agency group, with Omnicom becoming the leading media-buying agency in the U.S., according to the FTC.

Prohibited Conduct

1. Ban on Political or Ideological Ad Steering

After the acquisition, the merged entity (Omnicom and IPG) is strictly prohibited from engaging in any agreement, understanding, or practice with third parties that would direct or influence advertisers’ media spending based on a media publisher’s political or ideological viewpoints, or based on political/ideological content that runs alongside advertising. This restriction applies unless otherwise required by law. Essentially, the companies cannot favor or blacklist publishers for political reasons through collective or coordinated actions.

2. No Refusal to Serve Advertisers Based on Political Views

Omnicom is also barred from refusing requests from advertisers who wish to support certain publishers based on political or ideological alignment. Similarly, the merged firm cannot decline to do business with advertisers themselves because of their political beliefs or affiliations.

3. Restriction on Use of Political “Exclusion Lists”

The order prohibits Omnicom and its agencies (including Omnicom Media Group and IPG’s Mediabrands) from using “exclusion lists” or any other method to discriminate between media publishers based on political or ideological viewpoints. Furthermore, the company is not allowed to solicit or encourage third parties to create such politically motivated exclusion mechanisms on its behalf.

4. Client-Specific Exclusion Lists Allowed – With Conditions

There is one narrow exception: If an individual advertiser explicitly directs the use of an exclusion list based on political content, the merged entity may implement it only for that advertiser. However, those lists must not be shared or reused across other clients or third parties, and the firm cannot facilitate such sharing.

5. Existing Prohibited Practices Must Be Abolished

If any of the restricted practices exist at the time the acquisition is finalized, Omnicom must promptly abolish them. This ensures that any past behavior that violated these principles is not carried forward under the new entity.