The European Commission has informed Universal Music Group (UMG) of its preliminary concerns that the company’s proposed acquisition of Downtown could restrict competition in the market for wholesale distribution of recorded music in the European Economic Area (EEA).
UMG, headquartered in the Netherlands, operates globally across music recording, music publishing, merchandising, and audiovisual content. Downtown, based in the United States, is a global independent rights management and music services company providing artist and label (A&L) services to independent record companies and artists, notably through its FUGA music distribution platform. Downtown also provides royalty accounting services through its Curve platform, which manages the processing, accounting, payment, and rights administration of royalties.
On 22 July 2025, the Commission opened an in-depth investigation to examine whether the transaction may allow UMG to reduce competition in two ways. First, by potentially gaining access to commercially sensitive data of rival record labels through Downtown’s Curve platform, which could hamper the ability and incentive of competitors to compete. Second, by removing Downtown as an important competitive force in the provision of A&L services in the EEA, which include distribution, monetisation, marketing, promotion, and data analytics services for third-party labels and artists.
The Commission’s investigation included a comprehensive review of internal documents submitted by the parties, as well as data and feedback from competitors and customers. Based on this review, the Commission has expressed concerns that UMG could use its access to Downtown’s commercially sensitive data to its competitive advantage, potentially distorting market conditions.
The Statement of Objections is a formal procedural step, notifying UMG in writing of the preliminary competition concerns. The issuance of a Statement of Objections does not prejudge the outcome of the investigation. UMG now has the opportunity to respond in writing, consult the Commission’s case file, and request an oral hearing.
The proposed acquisition was notified to the Commission on 16 June 2025, with the in-depth investigation commencing on 22 July 2025. The Commission has until 6 February 2026 to issue a final decision. This review is part of the Commission’s responsibility under the EU Merger Regulation to assess mergers and acquisitions involving companies exceeding specified turnover thresholds and to prevent concentrations that could significantly impede effective competition in the EEA.
Most notified mergers are cleared without issues following a standard Phase I review, which typically lasts 25 working days. In addition to the UMG–Downtown case, the Commission is currently investigating two other Phase II mergers: Mars’ proposed acquisition of Kellanova and MMG’s proposed acquisition of Anglo American’s nickel business.
Further details can be found in the Commission’s public case register under case number M.11956.