European Commission clears UMG’s Downtown deal, orders Curve divestment

In a statement released on 16 February, the Commission confirmed that the transaction would not result in a significant restriction of competition in markets where the two companies’ activities overlap. However, the approval is conditional on the divestment of Curve Royalty Systems, a London-based royalty processing business acquired by Downtown in 2023.

According to the Commission, ownership of Curve by Universal Music could have granted the major label access to commercially sensitive data belonging to rival record labels and distributors, potentially giving it an unfair competitive advantage. The regulator said the deal, without Curve, would not harm competition due to the presence of “several viable competitors” in the market.

The Commission cited alternative service providers including Believe, ONErpm and, in digital distribution, DistroKid, noting that music companies already switch between these providers with relative ease. “The investigation also confirmed that the switching between these alternative service providers is already happening, and is neither costly nor time-consuming,” the Commission said.

Both Universal Music and Downtown had previously offered to divest Curve as part of their remedies package, limiting the impact of the condition on the wider transaction. The Commission stated that it would approve a buyer for Curve through a separate process, effectively setting the business on course for a second change of ownership in just over three years.

The regulator also made clear that its approval depends on a full separation of Curve from Downtown, including the transfer of all Curve personnel. This requirement may affect staff who currently hold roles across multiple Downtown divisions.

Commenting on the decision, EU economy and productivity commissioner Valdis Dombrovskis said the ruling was aimed at preserving competition and safeguarding sensitive data within the music industry.

“The music industry plays an important role in bringing artists’ creations to audiences, and it is essential to uphold the availability of diverse service providers for consumers,” Dombrovskis said. “By requiring the divestment of Curve, we are taking a decisive step to protect sensitive data and prevent it from being controlled by a large competitor.”

The acquisition of Downtown, once completed under the approved conditions, will mark one of Universal Music’s most significant recent expansions in music services, while the future ownership of Curve Royalty Systems remains subject to regulatory approval.