The Federal Trade Commission has issued a proposed consent order on Omnicom and IPG’s $13.5 billion merger aimed at resolving the agency’s antitrust concerns and clearing the path for the deal’s approval.
The order would place restrictions to prevent Omnicom from “engaging in collusion or coordination to direct advertising away from media publishers based on the publishers’ political or ideological viewpoints.” It would eliminate Omnicom’s ability to deny advertising dollars to media publishers based on those viewpoints, except at the “express and individualized direction of Omnicom’s advertiser customers.”
Omnicom and IPG are the third- and fourth-largest media buying advertising agencies in the U.S. and would become the world’s largest once combined. Executives have said that the merger is on track to close in the second half of 2025. The deal still awaits approval from U.K. regulators.
“We are delighted that our transaction with Interpublic has cleared this significant regulatory hurdle,” Omnicom chairman and CEO John Wren said 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.”
Under the terms of the all-stock transaction, IPG shareholders will receive 0.344 Omnicom shares for each share of IPG common stock they own.
Following the closing of the transaction, Omnicom shareholders will own 60.6% of the combined company and IPG shareholders will own 39.4%. The combined company would have over 100,000 employees and $25.6 billion in revenue, adjusted EBITDA of $3.9 billion and free cash flow of $3.3 billion based on 2023 figures. The deal is expected to generate synergies of $750 million.
“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,” IPG CEO Philippe Krakowsky added. “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.”
The FTC’s move follows a complaint from the agency alleging that the deal threatened to further consolidate the U.S. media buying services market.
It also follows reporting by the New York Times that the agency opened an investigation into whether “some advertisers and watchdog groups banded together to withhold advertising dollars from online platforms and websites with conservative bents.” The investigation came after Elon Musk’s X sued the Global Alliance for Responsible Media (GARM), accusing them of coordinating an ad buying pause after he bought Twitter for $44 billion in late 2022.
“Websites and other publications that rely on advertising are critical to the flow of our nation’s commerce and communication,” Daniel Guarnera, director of the FTC’s Bureau of Competition, said in a Monday statement. “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.”
The Commission vote to issue the complaint and accept the consent agreement for public comment was 2-0-1, with Commissioner Mark R. Meador recused. In March, President Trump fired the FTC’s two Democratic commissioners, Rebecca Kelly Slaughter and Alvaro Bedoya. The public will have 30 days to submit comments on the proposed consent agreement package.