European regulators have approved Universal Music Group’s $775 million acquisition of Downtown Music Holdings — but only after forcing the sale of a key royalty data platform over fears the deal could expose rivals’ sensitive business information.
The European Commission signed off on the transaction on the condition that Downtown divest Curve Royalty Systems Ltd., a royalty accounting and rights management platform used by independent labels and artists. Regulators were concerned that if Curve remained under Universal’s control, the company could gain access to commercially sensitive data belonging to competing record labels.
Curve provides processing, accounting and payment services tied to royalty flows — meaning it handles detailed financial and performance data. The Commission said that without a divestiture, Universal would have both the ability and incentive to analyze competitors’ artist profitability and broader market trends, potentially distorting competition in wholesale music distribution.
To address those concerns, the remedy requires a full carve-out of Curve’s business. The sale includes customer contracts and associated data, supply agreements, key personnel and the entire technology platform, including source code, algorithms and IT systems. Regulators said this structure ensures Universal will not obtain access to rivals’ confidential data.
The buyer will grant the merged company a limited transitional license to use Curve’s software internally, but without access to any third-party customer data.
The deal had drawn scrutiny after authorities launched an in-depth probe last summer. Although Universal and Downtown both provide artist and label services — including monetization, marketing and data analytics — regulators ultimately concluded that enough competition will remain in the market. Major music companies and independent service providers will continue to compete for artists and labels.
Enforcers also determined that the acquisition would not significantly increase Universal’s leverage in licensing negotiations with major streaming platforms such as Spotify, Apple Music and Amazon Music.
Universal first announced the acquisition in December 2024. While the transaction did not meet automatic EU revenue thresholds for review, authorities in Austria and the Netherlands referred the case to the Commission for examination.
With the Curve divestiture in place, the Commission said the modified transaction no longer raises competition concerns. The approval represents the final regulatory hurdle, and the companies expect the deal to close in the coming weeks.
Executives from both sides said the combination will strengthen services for independent artists and labels, offering expanded technology, investment and global reach — while regulators maintain that safeguards are now in place to preserve fair competition across Europe’s music industry.
