WASHINGTON/BRUSSELS Publicis (PUBP.PA) and Omnicom (OMC.N) will most likely have to shed some assets in order for their mega deal to win approval from regulators in the United States, Europe and 40 other countries where they operate.
The deal would combine the world No. 2 agency, Omnicom, with the No. 3, Publicis, to create the world's largest agency. The companies have expressed confidence that the transaction will move forward.
Four antitrust enforcers polled by Reuters said they thought the deal would be approved, but require some asset sales to restore competition, while three others were more cautious over the regulatory outcome given the complexity of the deal.
Publicis Chief Maurice Levy defended the merger as necessary in a changing, increasingly electronic landscape.
"This is a new company for a new world," Levy said. "It will be able to face the exponential development of new Internet giants like Facebook and Google, changing consumer behavior, the explosion of big data, as well as handle the blurring of roles of all the players in the market."
There are other large advertising firms. The current leader is WPP (WPP.L), and there are three other major firms in the industry - U.S.-based Interpublic (IPG.N), France's Havas EURC.PA and Japan's Dentsu (4324.T), as well as many smaller operations.
In Brussels, antitrust experts said the deal would be difficult for enforcers to review.
"The companies claim to have complementarities, both geographically and in terms of activities. This might well be true but there will be significant overlaps in many relevant markets," said Brussels-based antitrust lawyer Salomé Cisnal de Ugarte of Mayer Brown.
"It remains to be seen how big the combined market shares are and whether the European Commission can remedy potential competition concerns by requesting divestments or behavioral commitments," she said.
Brussels-based Jacquelyn MacLennan of White & Case LLP was one of several antitrust experts who predicted one or more segments of the companies could be sold off.
"This could be a tricky transaction for regulators. The companies have so many wide-ranging activities. Every time there is a mega-merger there are likely to be competition issues and the Commission will be more cautious," said MacLennan.
Competition issues could focus on whether the companies are competing head to head in relevant national markets. "If there are problems the parties may propose sell offs - such as certain local agencies for example," MacLennan said.
The new company - Publicis Omnicom - will be traded in New York and Paris. The company, which would have combined sales of nearly $23 billion and some 130,000 employees, brings together Publicis brands such as Saatchi & Saatchi and Leo Burnett with Omnicom's BBDO Worldwide and DDB Worldwide.
Experts said the main competition issue is likely to be in media buying, which is where agencies purchase advertisements in various formats - such as television or print - on behalf of customers.
Pivotal Research analyst Brian Wieser estimated that Publicis Omnicom would account for almost 20 percent of global media spending and closer to 40 percent in the United States.
To allay such concerns, the companies might have to sell small brands in some countries, said a person close to the talks.
A U.S.-based antitrust expert predicted the deal would win Washington's approval since it would leave large firms with a smaller U.S. presence - Havas and Dentsu - that could expand.
"The antitrust issues are being exaggerated and (the deal)faces minimal risk," said the expert, who asked to speak privately for business reasons. "It's not like AT&T and T-Mobile," he said, referring to the failed 2011 attempt to merge the two telecom companies.
But he added winning antitrust approval from dozens of countries would be time-consuming, and that China was likely to be the last to finish the process.
Evan Stewart, an antitrust expert with New York's Zuckerman Spaeder LLP, said that if the merger went forward and clients were hurt, new agencies would rise up to compete.
"Somebody can set up a competing agency with six guys and gals in a garage. You don't need steel mills and iron ore boats. You don't need any of that stuff," he said. "I don't see any antitrust issues; I don't see consumers being hurt here."
But Bert Foer, head of Washington, D.C.-based American Antitrust Institute, said the vast combined company would have too many fingers in too many strategic business pies. Asked about regulatory approval, he said: "I don't think they should get it."
(Reporting by Diane Bartz; Editing by Ros Krasny and Leslie Gevirtz)