FTC Approves Nielsen Acquisition of Arbitron

Deal subject to conditions

The Federal Trade Commission on Friday gave Nielsen Holdings the necessary clearance to acquire Arbitron. Subject to standard closing conditions, the deal is now expected to close on Sept. 30.

Per terms of the deal, which was announced on Dec. 18, 2012, Nielsen will acquire all of the outstanding common stock of Arbitron for $48 per share, or $1.3 billion.

“We are pleased to have the regulatory process behind us and are excited to be closing the Arbitron acquisition,” said Nielsen CEO David Calhoun, by way of announcing the FTC’s decision. “We are looking forward to providing all of the benefits of the combined company to our new clients in the radio industry and their advertisers, driving incremental value for them as well as our shareholders.”

The FTC voted 2-1 in favor, as Democrats Julie Brill and Edith Ramirez approved the measure with conditions. Joshua D. Wright dissented, while Maureen Ohlhausen was recused from participating. 

Per those conditions, Nielsen has agreed to sell and license some assets related to Arbitron’s cross-platform audience measurement services to an FTC-approved third party for a period of at least eight years.

“Effective merger enforcement requires that we look carefully at likely competitive effects that may be just around the corner,” said FTC chairwoman 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.”

For his part, Wright argued that the commission had “insufficient evidence” to prove that the deal would hamper competition in a syndicated cross-platform market that is nascent at best. “There is no commercially available national syndicated cross-platform audience measurement service today,” Wright said. “The commission thus challenges the proposed transaction based upon what must be acknowledged as a novel theory—that is, that the merger will substantially lessen competition in a market that does not today exist.”

For Nielsen, bringing Arbitron’s Portable People Meter technology and mobile/app measurement into the fold should help meet broadcasters’ demands for more accountable measurement of second-screen viewing.

Arbitron has measured out-of-home viewing of major sports events for Turner Broadcasting Systems and CBS. While media buyers have refused to accept guarantees against out-of-home deliveries, estimates of ancillary viewership have long been baked into sports CPMs. 

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