Universal Music Group has been cleared by the European Commission to buy US-based Downtown Music Holdings after agreeing to sell off Downtown’s Curve royalty accounting business.
The $775 million deal was approved under the EU Merger Regulation, but only on condition that Curve Royalty Systems is fully divested and the commitments are implemented in full, the Commission announced on Friday.
Universal Music Group, headquartered in the Netherlands, operates in recorded music, music publishing, merchandising and audiovisual content, and also offers artist and label services through its Virgin subsidiary.
Downtown provides artist and label services and publishing services, and its activities focus mainly on digital distribution.
The Commission said its in-depth investigation found the transaction would not significantly harm competition in the areas where the companies overlap — recorded music, artist and label services, and music publishing.
Rival providers identified during the review included Sony Music Entertainment, Warner and independent services such as Believe, Distrokid, IDOL, Kontor and ONErpm.
The European Commission also found the combined market shares of UMG and Downtown in recorded music and artist and label services would remain “moderate” across the relevant markets, and said the deal would not significantly change UMG’s negotiating position with digital service platforms, including Spotify, Apple Music and Amazon Music.
Curve data access concern leads to forced sale
Curve provides royalty accounting services, including processing, accounting and payments linked to royalties and rights management, the Commission said.
It concluded the deal as originally notified would have harmed competition because UMG could have gained access to commercially sensitive data about rival record labels stored on Curve, including information linked to the commercial relationship between an artist and a label.
To address that concern, UMG and Downtown committed to a full divestment of Curve, including its customers and their data, supply contracts, staff, and the platform — including source code, data and algorithms — plus IT hardware used exclusively by Curve.
A purchaser will give the merged company a transitional licence to use the Curve software for limited internal purposes, without any customer data.
An independent trustee will monitor implementation of the commitments under Commission supervision, and the Commission will approve the buyer for Curve in a separate procedure.
The transaction did not meet the EU’s turnover thresholds for merger notification but was notified in Austria and the Netherlands, and was reviewed by the Commission after a request by the Dutch authority under Article 22 of the EU Merger Regulation that was joined by Austria.
The deal was notified to the Commission on 16 June 2025, and an in-depth investigation was opened on 28 July 2025.
