FTC greenlights Omnicom-Interpublic $13.5 bn merger, restricts political ad coordinations

New Delhi: The US Federal Trade Commission (FTC) has approved Omnicom Group’s $13.5 billion acquisition of rival Interpublic Group. 

However, the approval comes with a rare condition: the merged company is prohibited from coordinating with others to steer advertising dollars toward or away from publishers based on their political or ideological viewpoints.

The all-stock deal, announced in December 2024, will combine two of the largest US media buying agencies, Omnicom, the third-largest, and Interpublic, the fourth-largest, into a powerhouse with approximately $25 billion in annual revenue. 

The Omnicom-IPG merger, which still requires approval from UK regulators, is expected to close in the second half of 2025.

The FTC’s consent order addresses concerns about potential anticompetitive coordination in the advertising industry, particularly in light of past allegations of politically motivated ad boycotts. 

The agency’s decision reflects a broader push by the Trump administration to curb perceived corporate bias against conservative media platforms. The order explicitly bars the merged company from denying ad spending to publishers based on their political content unless explicitly directed by individual clients. 

Additionally, Omnicom and Interpublic must submit related documents and file annual compliance reports for five years to ensure adherence to the terms.

“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,” said Daniel Guarnera, director of the FTC’s Bureau of Competition. “The FTC’s action today prevents unlawful coordination while preserving individual advertisers’ ability to choose where their ads are placed.”

The restriction stems from concerns raised by FTC Chairman Andrew Ferguson, who has previously criticised advertiser boycotts as potential violations of antitrust laws due to coordinated refusals to do business. 

The FTC’s probe into the merger was partly influenced by allegations that some advertisers and watchdog groups, including the now-defunct Global Alliance for Responsible Media (GARM), had orchestrated boycotts of platforms like X, particularly after Elon Musk’s acquisition of the platform in October 2022. X had sued GARM, claiming it conspired to withhold billions in ad revenue over concerns about misinformation and controversial content.

Advertisers still have the right to decide where their ads are placed. However, agencies must proceed carefully when accommodating these targeting preferences to avoid potential accusations of collusion or bias.

Omnicom and Interpublic welcomed the FTC’s decision, calling it a significant step toward completing the merger. “We are delighted that our transaction with Interpublic has cleared this significant regulatory hurdle,” said John Wren, Chairman & CEO of Omnicom. “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.”

“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. “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 consent order, approved by a 2-0-1 vote with Commissioner Mark R. Meador recused, is subject to a 30-day public comment period before finalisation. Critics, including some advocacy groups, have raised concerns that the FTC’s conditions could infringe on advertisers’ rights to make independent business decisions. 

With the agreed consent order, which is publicly available on the FTC’s website at www.ftc.gov, on June 23, 2025, the FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 

The merger has also faced scrutiny beyond the FTC. In March, a group of Democratic senators, including Elizabeth Warren and Cory Booker, urged regulators to independently evaluate the deal, citing concerns about potential influence from Musk, who briefly held a government role earlier this year. 

According to news reports, Media Matters filed a lawsuit against the Federal Trade Commission on Monday, alleging that the agency is attempting to silence the organisation on Elon Musk’s behalf.

“This is a significant free speech issue, and Media Matters will not back down from this fight,” Chairman and President Angelo Carusone said in a statement.

Additionally, the UK’s Competition and Markets Authority recently launched a probe into the merger, which could pose further hurdles.

The combined Omnicom-Interpublic entity will oversee major advertising brands like BBDO, TBWA, McCann, and Weber Shandwick, positioning it to compete with global giants like WPP and Publicis.