FTC clears Omnicom’s $13.5B IPG Merger with strict antitrust conditions

The Federal Trade Commission (FTC) has approved a final order allowing Omnicom Group Inc. to complete its $13.5 billion acquisition of The Interpublic Group of Companies, Inc. (IPG), with strict conditions to prevent antitrust violations.

The order, approved by a 2-0-1 vote with Commissioner Mark R. Meador recused, prohibits Omnicom from withholding advertising dollars from media publishers based on political or ideological viewpoints, unless specifically directed by its clients.

The FTC first raised concerns in June, alleging that advertising agencies, including through industry associations, have coordinated ad boycotts against certain websites and applications. The commission warned that such practices reduce ad revenues for publishers, limiting their ability to produce content and invest in their platforms.

After a public comment period, the FTC revised the proposed consent decree. The final order clarifies its scope, applies only within the U.S., and requires an independent compliance monitor to oversee Omnicom’s adherence for at least five years. The company must also file annual reports for the next five years and retain detailed records of its ad-buying practices.

The order bars Omnicom from creating or sharing exclusion or inclusion lists of publishers based on political views, journalistic standards, or diversity and inclusion criteria, collectively called ‘Covered Bases’, unless directly requested by clients. It also restricts Omnicom from coordinating such lists with other advertisers or third parties.

Under the 10-year order, advertisers retain the authority to decide where their brands appear, while Omnicom is required to eliminate any internal practices that conflict with these restrictions.

The deal has already received clearance from the UK’s Competition and Markets Authority, while European regulators are still reviewing it. The agency has said it expects the transaction to close in the second half of 2025.