Omnicom’s $13.5 billion acquisition of rival advertising giant Interpublic can move forward after receiving conditional approval from the Federal Trade Commission (FTC), the agency announced Monday.
The landmark merger — one of the largest in advertising history — is now set to create the world’s biggest advertising agency, pending a final round of public comments and formal approval.
To secure the FTC’s blessing, Omnicom agreed to key conditions designed to prevent the post-merger company from coordinating advertising boycotts or favoring—or disfavoring—publishers based on their political content.
“Today’s settlement does not limit either advertisers’ or marketing companies’ constitutionally protected right to free speech,” said FTC Chairman Andrew Ferguson.
The FTC emphasized that while the merged company may not enter into deals with other firms to blacklist or favor certain media outlets for political reasons, individual advertisers are still permitted to choose where their ads appear.
The consent agreement also aims to resolve potential concerns stemming from a broader FTC investigation into alleged collusion between ad agencies and media watchdogs accused of orchestrating advertising boycotts — a matter amplified by public accusations from tech billionaire Elon Musk, who has claimed that such efforts were used to undermine social media platform X (formerly Twitter).
Under the agreement, the merged Omnicom-Interpublic entity must submit annual compliance reports for five years and turn over documents related to ad placement practices.
Ferguson, who has previously criticized behavioral remedies in mergers as difficult to enforce, defended the decision in this case, citing a “history of collusion in the market for media-buying services” and a heightened risk post-merger.
“This is a rare instance where the imposition of a behavioral remedy is appropriate,” he said.
The FTC’s approval comes after two of its three Republican commissioners voted in favor of the settlement. A third commissioner recused themselves from the vote. A 30-day public comment period will precede the settlement’s finalization.
If finalized, the deal positions Omnicom as the dominant force in the U.S. media-buying market — a move that will likely reshape the global advertising landscape. Representatives from both Omnicom and Interpublic have not yet commented publicly on the FTC’s announcement.