US judge blocks Penguin Random House and Simon & Schuster $2.2bn book megamerger

A US federal judge on Monday ruled to block the $2.2bn merger of Penguin Random House and Simon & Schuster, halting the creation of a colossus in the US books sector and handing a victory to antitrust enforcers.

Florence Pan, a judge in the US district court for the District of Columbia, said in her order that the government had demonstrated that “‘the effect of [the proposed merger] may be substantially to lessen competition’ in the market for the US publishing rights to anticipated top-selling books”. A full opinion detailing her reasoning was filed under seal.

The Department of Justice last year sued to block the publishing megamerger, alleging Penguin Random House and Simon & Schuster would control more than two-thirds of the market for acquiring publishing rights post-transaction. Authorities also argued the merged entity would squeeze advances, resulting in “substantial harm to authors of anticipated top-selling books and ultimately, consumers”, according to the lawsuit.

The companies argued that Simon & Schuster’s authors would benefit from Penguin Random House’s “efficient supply chain”, increasing their books’ visibility. This would boost income for authors and choice for readers, they said.

“Today’s decision protects vital competition for books and is a victory for authors, readers, and the free exchange of ideas,” Jonathan Kanter, head of the DoJ’s antitrust division, said in a statement. “The proposed merger would have reduced competition, decreased author compensation, diminished the breadth, depth, and diversity of our stories and ideas, and ultimately impoverished our democracy.”

The ruling is a significant win for the DoJ’s antitrust division, which has taken a tougher stance on enforcement under Kanter, one of the officials appointed by President Joe Biden to heighten scrutiny of anti-competitive conduct in corporate America.

It is also the DoJ’s first win at a trial over a merger since 2017, coming after court losses that had raised questions among some experts around the feasibility of Kanter’s aggressive strategy. Those include failing to block a tie-up between UnitedHealth Group, a healthcare company, and technology group Change Healthcare, as well as the acquisition of Imperial Sugar by US Sugar.

Bertelsmann, which owns Penguin Random House, in 2020 struck the deal to acquire Simon & Schuster from ViacomCBS, which would have combined the companies behind renowned authors including Stephen King and F Scott Fitzgerald.

The case had attracted high-profile witnesses in the publishing world, including King, who testified for the government, and literary agent Andrew Wylie, who testified for the defence.

Pan’s ruling was the second win for the DoJ on Monday, after the president of a Montana-based paving and asphalt company pleaded guilty to criminal attempted monopolisation charges, the first such win in 50 years, according to the progressive American Economic Liberties Project.

The companies did not immediately respond to requests for comment.