The conditional approval is subject to UMG’s commitment to divest Downtown’s Curve royalty accounting business.
The green light from the EC, announced Friday (February 13), concludes a regulatory process spanning more than a year since UMG’s Virgin Music Group first announced the transaction in December 2024.
Nat Pastor & JT Myers, Co-CEOs of Virgin Music Group said in a statement:“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.”
Photo Credit: Jordan Strauss
“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.”
Nat Pastor & JT Myers, Co-CEOs of Virgin Music Group
They added: “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.”
“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.”
Pieter van Rijn, Downtown Music
Pieter van Rijn, CEO of Downtown Music added: “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.”
Following the EC’s decision and the closing of the deal, Curve Royalties will be held as a separate business until its divestment.
Valdis Dombrovskis, Commissioner for Economy and Productivity; Implementation and Simplification, said in a statement: “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.”
“Our in-depth investigation confirmed that a large number of companies will continue to offer their distribution services to European music labels and artists.”
Valdis Dombrovskis, Commissioner
“Our in-depth investigation confirmed that a large number of companies will continue to offer their distribution services to European music labels and artists.
“By requiring the divestment of Curve, we are taking a decisive step to protect sensitive data and prevent it from being controlled by a large competitor. Today’s decision reflects the Commission’s dedication to promoting fair competition and supporting a thriving and diverse music landscape in Europe.”
Under the terms of the approval, UMG must sell Curve Royalty Systems as a standalone business to an independent buyer approved by the Commission.
The divestiture addresses the EC’s primary competition concern: that UMG could gain access to commercially sensitive data stored and processed by Curve, potentially hampering rival labels’ ability to compete.
UMG submitted formal commitments to the EC in December outlining the Curve divestiture plan. The proposed remedy committed UMG to divesting the entire Curve business, including all employees (except two retained engineers), customer contracts, and the Curve Platform software and related assets.
The approval allows UMG to proceed with acquiring Downtown’s other subsidiaries, including FUGA music distribution, CD Baby, and Songtrust publishing administration, significantly expanding Virgin Music Group’s capabilities in serving independent artists and labels.
The deal faced a lengthy regulatory journey after UMG formally notified the Commission of the transaction on 16 June 2025. The EC opened an in-depth Phase II investigation on 22 July 2025, following an initial Phase I review, citing preliminary concerns that the transaction could allow UMG to reduce competition in the wholesale distribution market for recorded music in the European Economic Area.
In November, the Commission escalated matters further by issuing a Statement of Objections to UMG, formally outlining its concerns about potential data access issues stemming from UMG’s ownership of Curve.
Throughout the process, UMG maintained confidence the deal would be approved. Following the Statement of Objections, a UMG spokesperson said the company looked forward to “continuing to work constructively with the Commission toward a successful conclusion of this process.”
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