The European Commission has approved Virgin Music Group’s acquisition of Downtown.
The deal was first proposed in December 2024 and came with a $775 million price tag. Since then the Downtown acquisition has been the subject of a fierce row between Virgin and parent UMG and those parts of the independent sector opposing the deal.
As expected, the deal has been given the go-ahead subject to the divestment of Downtown’s Curve Royalties. Following the EC’s decision and the closing of the deal, Curve Royalties will be held as a separate business until its divestment.
Virgin Music Group (VMG) and Downtown Music Holdings LLC (Downtown) today welcomed the European Commission’s approval of the acquisition.
“The deal will bring together two industry-leading providers of music services and technology, enhancing their offerings and capabilities to serve the independent music community,” said a statement.
The European Commission’s approval is the final regulatory condition required to complete the transaction, which is now expected to close in the coming weeks.
Virgin Music Group and Downtown said the move will create a global, end-to-end solution to meet the evolving needs of independent artists, entrepreneurs and rights-holders at every stage.
Bringing Downtown’s exceptional team and capabilities to Virgin Music Group means greater flexibility and a sharper set of services for independent entrepreneurs, artists and labels
Nat Pastor & JT Myers
“The combination will offer a broader, more flexible suite of services, ranging from high-touch to self-service, across digital and physical distribution, marketing, business intelligence, neighbouring rights, synchronisation, royalties and publishing rights management,” added the statement.
The proposed acquisition led to a war of words between Virgin Music and the independent music organisations, including IMPALA and AIM, opposing the deal. While IMPALA had called for the deal to be blocked outright, it had also said – following UMG's proposed remedies – that the EC should require “divestments of all the businesses whose acquisition would cause concerns (anything less like behavioural remedies or partial divestments, would not eliminate the concerns)”.
Curve, the royalty processing, payments and accounting services business acquired by Downtown in 2023, will be divested as part of the EC approval. The independent campaign against the acquisition had expressed concern over "power over DSPs and data that weakens independents".
Initially established in 2007, Downtown collectively serves over 5,000 business clients and more than four million creators in 145 countries.
The company has core divisions across artist & label services, distribution and music publishing. Its portfolio of businesses also includes Fuga, Downtown Artist & Label Services, CD Baby, Downtown Music Publishing and Songtrust.
By joining forces with Virgin Music Group, we’re helping build a more diverse, dynamic and opportunity-rich environment – one that amplifies independence and expands the cultural impact of the extraordinary partners we serve
Pieter van Rijn
Nat Pastor & JT Myers (pictured), Co-CEOs of Virgin Music Group, said: “Bringing Downtown’s exceptional team and capabilities to Virgin Music Group means greater flexibility and a sharper set of services for independent entrepreneurs, artists and labels. By uniting two culturally compatible companies with deeply complementary strengths, we’re creating a more powerful, more open ecosystem that offers independent entrepreneurs the resources, investment and technology to succeed on their own terms.
“We appreciate the European Commission’s thoughtful review and look forward to welcoming our new Downtown partners and colleagues as we continue to empower the independent community together.”
Pieter van Rijn, CEO of Downtown Music, said: “By joining forces with Virgin Music Group, we’re helping build a more diverse, dynamic and opportunity-rich environment – one that amplifies independence and expands the cultural impact of the extraordinary partners we serve. We’re delighted to enter this next chapter of Downtown’s evolution and work closely with Nat, JT and the wider Virgin team to continue championing independent music on a truly global scale.”
INDEPENDENT SECTOR: "FINAL OUTCOME FALLS SHORT"
IMPALA executive chair Helen Smith said the decision to investigate the acquisition sends "a clear message about the risks of expansionist policies in music", while arguing that the "final outcome falls short"
"This case matters because it impacts the resources that independent labels have to take risks with diverse artists and new releases and therefore cultural diversity," said Smith. "We completely agree with Commissioner Dombrovskis who says that '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'. This is why we will review the decision with forensic precision and see what our next steps are as we do not agree with the outcome, as it is difficult to see how this could be good for culture in Europe. We expect regulators to be on the look out for any abuse or dysfunction in terms of streaming revenue, cultural diversity, and the freedom of labels to move if they wish to retain independent distribution.”
We will review the decision with forensic precision and see what our next steps are as we do not agree with the outcome, as it is difficult to see how this could be good for culture in Europe
Helen Smith
Martin Mills, Beggars Group founder and chair, said: “Once again IMPALA has demonstrated that any entities planning consolidation need to expect full scrutiny and regulator appetite to make full use of what they have in their toolkit. The unprecedented speaking out we have seen in the independent sector sends a clear message that the concerns are real, that they are global as well as European and that they are not going away. A level playing field is in the interests of all."
Darius Van Arman, Secretly Group co-CEO, added: “I am so encouraged by how effective IMPALA and the broader independent community was in this fight against further market concentration, forcing a serious review by the European Commission and extracting a meaningful remedy. More importantly, IMPALA’s work here makes market-bending acquisitions like this one harder to pull off in the future.”
Gee Davy, CEO of AIM, said: “We are grateful to the EC regulator for hearing the global independent community and drawing a line in the sand on excessive expansion. It was the unmissable chorus of concern that brought this investigation about, and it is collective strength that will help the independent music community through the challenges that persist beyond this outcome, to continue to invest in and develop truly diverse music. We will be looking to both the UK competition authority (CMA) and the EC’s monitoring trustee to ensure fair market behaviours moving forward to support that. UMG must now fully respect labels and artists freedom to leave without incentive or penalty and to follow the Digital Distribution Switch Code. There are many opportunities to work together to support and bolster the health of the independent music sector.”
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