Brussels, 25 April 2025
The European Commission has accepted requests submitted by Austria and the Netherlands to assess the proposed acquisition of Downtown Music Holdings LLC (‘Downtown‘) by Universal Music Group N.V. (‘UMG‘) under the EU Merger Regulation (‘EUMR’).
Downtown, headquartered in the US, is a global music company providing artist and label services both to independent record companies as well as to artists directly. It also provides publishing, royalty collection and licensing services. UMG, headquartered in the Netherlands, owns and operates globally active businesses in music recording, music publishing, merchandising, and audiovisual content.
The proposed transaction does not reach the turnover thresholds set out in the EUMR and therefore was not notified to the Commission. However, it was notified for merger control clearance in Austria and the Netherlands, where it met the relevant national turnover-based notification thresholds.
The Netherlands submitted a referral request to the Commission pursuant to Article 22(1) EUMR. This provision allows Member States to request the Commission to examine a concentration that does not have an EU dimension but affects trade within the Single Market and threatens to significantly affect competition within the territory of the Member State(s) making the request. Other countries of the European Economic Area (‘EEA’) had the opportunity to join the original referral request. Austria joined the initial referral request.
On the basis of the information at the Commission’s disposal, and without prejudice to the outcome of its full investigation, the Commission considers that the transaction meets the criteria for referral under Article 22 of the EUMR. In particular, the transaction threatens to significantly affect competition in certain markets of the music value chain, where both companies are active, in Austria and in the Netherlands, as well as in many other Member States. The Commission has therefore concluded that it is best placed to examine the transaction. The Commission has asked UMG to notify the transaction. UMG cannot implement the transaction before notifying and obtaining clearance from the Commission.
More information will be made available on the Commission’s competition website, in the public case register under the case number M.11956.