FTC puts conditions on Nielsen’s Proposed $1.6B Acquisition of Arbitron

  Media research company Nielsen Holdings N.V. has agreed to settle Federal Trade Commission charges that its proposed acquisition of Arbitron Inc. may substantially lessen competition.  Nielsen will divest and license assets and intellectual property needed to develop national syndicated cross-platform audience measurement services.

Nielsen and Arbitron are developing national syndicated cross-platform audience measurement services, which allow audiences to be measured accurately across multiple platforms, such as TV and online.  According to the FTC’s complaint, the elimination of future competition between Nielsen and Arbitron would likely cause advertisers, ad agencies, and programmers to pay more for national syndicated cross-platform audience measurement services.

“Effective merger enforcement requires that we look carefully at likely competitive effects that may be just around the corner,” said FTC Chairwoman Edith Ramirez.  “In this matter, the evidence provided us with a strong reason to believe that absent a remedy, the deal was likely to harm emerging competition in the area of cross-platform audience measurement.”   

The proposed order settling the FTC’s complaint is designed to address the competitive concerns raised by Nielsen’s acquisition of Arbitron.  It requires Nielsen to sell and license, for at least eight years, certain assets related to Arbitron’s cross-platform audience measurement services to an FTC-approved buyer, within three months.  Under the order, the acquirer will get everything it needs to replicate Arbitron’s participation in a national syndicated cross-platform audience measurement service.  The order also contains terms designed to ensure the success of the acquirer as a viable competitor, such as requiring that Nielsen provide technical assistance and remove barriers that might otherwise keep the acquirer from hiring key Arbitron employees.

Without the assets Nielsen is required to provide under the order, according to the FTC, it is unlikely another company would be able to successfully develop a service to compete with Nielsen’s future national syndicated cross-platform audience measurement service.