Federal Trade Commission investigators reviewing Omnicom’s proposed acquisition of Interpublic are focused on the competitive impact the combination would have on advertisers, according to people familiar with the matter.

While such pre-acquisition probes of deals are routine, the recent interviews conducted by FTC investigators are notable, in part, because they’ve occurred since Jan. 20, when Donald Trump was sworn in as president and designated Republican Andrew Ferguson the new FTC chairman. Trump’s FTC has been expected to take a more hands-off approach to deal approvals.

The interviews are part of the FTC’s initial approval review, not a second request for information. They do not appear to be focused on issues around collusion against conservative media.

Three people who’ve been interviewed by FTC lawyers said questions focused on how the deal would impact competition for clients. According to one, questions covered how advertisers choose agencies, what are the benefits to working with bigger agencies, and whether there are any “rare” agency capabilities that only one or two agency holding companies could provide exclusively post-acquisition.

Omnicom and the FTC declined to comment, and Interpublic didn’t respond to a request for comment by deadline.

On Omnicom’s fourth-quarter and full-year 2024 earnings call Feb. 4, Chairman and CEO John Wren noted that Omnicom leadership would spend time later this month meeting with consultants to update them on plans, given that marketers often work with them. That may be too late to influence FTC interviews that already have taken place.

“We initiated the process for antitrust approval in the U.S. and we are pleased with the progress we are making,” Wren said during the call. “The planning for regulatory approvals in 17 other jurisdictions is progressing well.”

No talk about collusion

None of the three people who spoke with FTC lawyers said the conversation veered into the subject of agency collusion with advertisers over brand safety, or whether the Omnicom-IPG combination would give the combined agency more clout to enforce standards that might disadvantage some social platforms or media companies.

Those issues were raised in December by House Judiciary Committee Chairman Jim Jordan (R-Ohio) in letters to the CEOs of Omnicom and Interpublic, which demanded the agencies retain all past and future internal records and communications regarding brand safety.

Jordan’s committee last year accused agencies and advertisers of colluding via the Global Alliance for Responsible Media, grilling executives after receiving a large haul of emails and documents. Evidence collected by the committee helped fuel antitrust lawsuits by X and Rumble against advertisers, agencies, GARM and its overseer the World Federation of Advertisers. That quickly led the WFA to shutter GARM.

That brand safety issues haven’t come up in FTC interviews so far doesn’t mean they won’t, as the people interviewed had no direct knowledge of how agencies work with clients in that area. Also, the House Judiciary Committee hasn’t yet announced issuance of subpoenas to Omnicom or Interpublic or scheduled hearings, which could produce evidence that would spur the FTC to investigate the collusion aspect.

The proposed acquisition gives the FTC potentially wide leeway in seeking documents or correspondence from the agencies, internally or with clients, that might touch on collusion, said a media industry executive who’s also an attorney.

Shareholders of Omnicom and IPG are scheduled to vote on the acquisition at special meetings set for March 18, the agency holding companies previously announced. The merger also needs regulatory approval in the U.S. and abroad.

Omnicom and IPG hope to complete the deal in the second half of 2025.

Contributing: Brian Bonilla

CLARIFICATION: This story has been updated to reflect that FTC interviews are part of the initial antitrust review.