Allowed

1. Omnicom Group Inc. 2. Ext Subsidiary Inc.

CCI3 Jun 2025C-2025/03/1252

Case brief

AI extract

What is this about?

The Competition Commission of India examined a proposed merger between Omnicom Group Inc. and The Interpublic Group of Companies, Inc. Assessing market shares in media buying and marketing communications services in India, the Commission found the parties' presence insignificant. Consequently, it approved the combination under Section 31(1), holding it unlikely to cause an appreciable adverse effe

What did the court decide?

The Proposed Combination by Omnicom Merger Sub acquiring The Interpublic Group of Companies, Inc. is approved under Section 31(1) of the Act.

1. Omnicom Group Inc. 2. Ext Subsidiary Inc. — Company and Corporate | CCI (2025)

¶1

COMPETITION COMMISSION OF INDIA

¶2

Combination Registration No. C-2025/03/1252

¶3

3^rd June 2025

¶4

Notice under Section 6(2) of the Competition Act, 2002 given by Omnicom Group Inc. and EXT Subsidiary Inc.

¶5

CORAM:

¶6

Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member

¶7

Order under Section 31(1) of the Competition Act, 2002

¶8

On 3^rd March 2025, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ), given by Omnicom Group Inc. ( Omnicom ) and EXT Subsidiary Inc. ( Omnicom Merger Sub ) (collectively, ‘ Acquirers ’) in relation to the acquisition of The Interpublic Group of Companies, Inc. ( IPG ) (hereinafter Acquirers and IPG are collectively referred to as the ‘ Parties ’) by Omnicom by way of following steps:

¶9

(i) Omnicom Merger Sub, a wholly owned subsidiary of Omnicom, will be merged with and into IPG;

¶10

(ii) Omnicom Merger Sub will cease to exist, and IPG will remain the surviving entity, as a wholly owned subsidiary of Omnicom; and

¶11

(iii) As consideration, the shareholders of IPG will receive shares in Omnicom, amounting to approximately 39.4% in total.

¶12

Page 1 of 7

¶13

Combination Registration No. C-2025/03/1252

¶14

(The aforementioned steps are collectively referred to as the ‘ Proposed Combination ’.)

¶15

The Proposed Combination is being implemented pursuant to an Agreement and Plan of Merger dated 8^th December 2024 entered into amongst Omnicom, Omnicom Merger Sub and IPG ( Merger Agreement ).

¶16

In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), vide letter dated 17^th March 2025 ( RFI 1 ), the Acquirers were required to provide certain information/document(s). The Acquirers filed their reply on 24^th March 2025, followed by additional submissions on 15^th April 2025 ( Response 1 ). As certain defects and discrepancies were observed on examination of Response 1, vide letter dated 25^th April 2025 ( RFI 2 ), in continuation of RFI 1 and Response 1, the Acquirers were again asked to remove defect(s), explain discrepancies and furnish requisite information. The Acquirers filed their reply on 16^th May 2025, after seeking extension of time ( Response 2 ).

¶17

Omnicom is a New York based global provider of marketing and sales solutions. Omnicom comprises an inter-connected global network of marketing communications companies offering a diverse, comprehensive range of marketing solutions spanning brand advertising, customer relationship management ( CRM ), media planning and buying services, public relations etc. , in over 70 countries. Omnicom Merger Sub is a wholly owned subsidiary of Omnicom. It is a Delaware based special purpose vehicle incorporated specifically for the purpose of the Proposed Combination and as such, Omnicom Merger Sub does not have any business activities globally and/or in India.

¶18

IPG is a Delaware based company providing its clients with media planning and buying services, data and engagement solutions, integrated advertising and creativity solutions, public relations and specialized communications and experiential solutions.

¶19

The Commission noted that Omnicom and IPG, through their subsidiaries, are active in the advertising, marketing, and communications ( AMC ) services sector globally, as

¶20

Page 2 of 7

¶21

Combination Registration No. C-2025/03/1252

¶22

well as in India. The Commission further noted that within the AMC sector in India, both Omnicom and IPG are active in the segments of: (a) marketing communications services ( MCS ); and (b) media buying services ( MBS ). Accordingly, the Commission identified overlapping product segments of MCS and MBS as relevant for competition assessment.

¶23

The Commission noted that MCS comprises a range of composite services including advertising, insight and consultancy, public relations, CRM, direct marketing, event management, brand identity and design, and specialist communications services with focus on creating and delivering messages that resonate with a target audience through various media channels. While MCS can be segmented based on type of service, type of media, size of account or type of sector, however, considering the market dynamics and insignificant presence of the Parties in India (as detailed in subsequent part of this order), the Commission assessed the MCS in overall terms and decides to leave the exact delineation of relevant market(s) open.

¶24

As regards MBS, the Commission noted that it encompasses the purchasing of advertising space and time across various media channels to deliver a brand's message to a target audience. Like MCS, MBS is also a broad segment and can plausibly be subsegmented further. The first segmentation that can be plausibly made is in terms of the sales market ( MBS-Sell ) and the procurement market ( MBS-Procurement ). In the MBS-Sell market, media buying agencies act as suppliers of advertising time and/or space to final customers (advertisers) and in the MBS-Procurement market, media buying agencies buy (usually on behalf of their clients) advertising time or space. The MBS-Sell market can be segmented considering type of service, type of media/channel, type of sector, and size of account. Further, it is also plausible that advertising time or space is purchased directly by advertisers from media owners rather than through a media buying agency. This aspect introduces another dimension of MBS which is rooted in inclusion/exclusion of presence of such advertisers in the MBS market. Considering the dynamics of each segment/sub-segment and as the Proposed Combination is not likely to cause AAEC in the broader MBS segment and its relevant

¶25

Page 3 of 7

¶26

Combination Registration No. C-2025/03/1252

¶27

sub-segments (as detailed in subsequent part of this order), the Commission decides to leave exact delineation of relevant market(s) open.

¶28

Competition Assessment - MBS

¶29

At the outset, the Commission considered the market presence of the Parties, market structure, concentration levels and the impact of the Proposed Combination on concentration levels. For this purpose, the Commission considered market shares for MBS (including its segments/sub-segments) in terms of media spend which the parties intermediated for clients.

¶30

The estimates of market shares provided by the Parties were based on the report published by MAGNA Intelligence ( MAGNA Report ). As per the estimates of market shares provided by the Parties, the MBS (Sell) side is led by WPP having market share in the range of [50-55] percent followed by Publicis [10-15] percent, Madison, Dentsu and IPG each having market share in the range of [5-10] percent and Omnicom and Havas each having market share of less than 5 percent. Accordingly, the combined share of the Parties in India in the overall MBS (Sell) side, based on MAGNA Report, is estimated to be in the range of [10-15] percent with an increment of [0-5] percent.

¶31

The Commission noted that for the MBS-Sell segment, the Parties had provided information relating to accounts lost and won by the Parties based on COMvergence CARD database ( Card Dataset ). The Commission considered estimate of market shares based on information contained in Card Dataset and observed that the MBS-Sell Segment as per Card Dataset is also led by WPP [50-55] percent, followed by Publicis [10-15] percent. The combined market share of the Parties is estimated to be in the range of [15-20] percent with an increment of [5-10] percent.

¶32

The Commission also considered market shares in terms of number of ‘pitches’ as per the Card Dataset. The combined market share of the Parties, in terms of number of ‘pitches’, as per the Card Dataset, is estimated to be in the range of [15-20] percent. Though, the Parties made various submissions on lack of relevance of Card Dataset for

¶33

Page 4 of 7

¶34

Combination Registration No. C-2025/03/1252

¶35

estimation of market shares for MBS, the Commission has considered the same as largely representative of market structure considering other estimates of market shares.

¶36

The Commission further observed that as noted in the internal documents of the Parties, WPP’s share in the MBS segment is estimated to be in the range of [40-45] percent, Publicis [10-15] percent, Omnicom [0-5] percent, and IPG [10-15] percent.

¶37

Further, the Commission considered estimates of market shares in the broader subsegments of MBS-Sell viz. , MBS-Sell (Digital) and MBS-Sell (Traditional). The combined market shares of the Parties are estimated to be in the range of [15-20] percent and [10-15] percent, respectively, for the MBS-Sell (Digital) and MBS-Sell (Traditional) sub-segments. The competitive landscape is observed to be consistent with the overall MBS-Sell segment.

¶38

The findings in terms of range of combined market shares remain similar even when further sub-segments of MBS-Sell (Digital/Traditional) viz. , Outdoor, Print, Radio, TV etc . are considered.

¶39

Thus, based on various market share estimates, the Commission observed that the Proposed Combination is likely to result in a maximum combined market share of [1520] percent with an increment of [0-5] percent in the MBS-Sell segment and all plausible sub-segments.

¶40

The key difference in the estimate of presence of the Parties in the MBS-Procurement and MBS-Sell segments is the inclusion of direct procurers of media space in the competitive landscape of MBS-Procurement. As noted above, the presence of the Parties in MBS-Sell segment is not significant to cause AAEC and the same dilutes further in the MBS-Procurement side. The combined market share of the Parties in MBS-Procurement is estimated to be in the range of [5-10] percent with an increment of [0-5] percent.

¶41

In order to assess the closeness of competition between the Parties and the need for any other plausible segmentation in terms of operational dynamics of various players, the

¶42

Page 5 of 7

¶43

Combination Registration No. C-2025/03/1252

¶44

Commission also examined the win/loss data in terms of number of pitches and/or value of business for the period 2019-2024. Based on the information submitted by the Parties, the Commission observed that a significant portion of the business has been lost by the Parties to WPP/Publicis and the value of business lost to each other over the same period is insignificant. The win/loss analysis also confirms the overall competitive landscape and relative positioning of the Parties and their competitors.

¶45

Based on the aforesaid, the Commission observed that the MBS segment is led by WPP, the Parties presence in the said segment is relatively insignificant, the market is characterised by presence of other significant competitors. Considering the same, the Proposed Combination is not likely to cause AAEC in the MBS segment or any of its sub-segments.

¶46

Competition Assessment - MCS

¶47

Like MBS, the Commission considered it appropriate to review the presence of the Parties and competition landscape for the MCS. The Commission noted the estimates of market shares submitted by the Parties basis the market size derived from Barnes Report. The Commission observed that the presence of the Parties in MCS is insignificant with combined market share estimated to be less than 5 percent. The market is led by WPP with market share in the range of [25-30] percent followed by Publicis [15-20] percent, and Dentsu and Havas [5-10] percent each. Considering the insignificant presence of the Parties, the Proposed Combination is not likely to result in AAEC in the MCS segment as well.

¶48

Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

¶49

This order shall stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

¶50

Page 6 of 7

¶51

Combination Registration No. C-2025/03/1252

¶52

The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

¶53

The Secretary is directed to communicate to the Acquirers accordingly.

¶54

Page 7 of 7

1. Omnicom Group Inc. 2. Ext Subsidiary Inc.

Case brief

What is this about?

What did the court decide?

1. Omnicom Group Inc. 2. Ext Subsidiary Inc.

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

Similar cases