Adobe’s $1.9 Billion Semrush Acquisition: Will the FTC and DOJ Allow It? A Full Antitrust, Regulatory, and Market-Structure Analysis

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Adobe’s $1.9 Billion Semrush Acquisition: Will the FTC and DOJ Allow It? A Full Antitrust, Regulatory, and Market-Structure Analysis

Adobe has once again stepped into the M&A arena—this time with a strategic $1.9 billion all-cash agreement to acquire Semrush, the widely used SEO, digital visibility, and generative-AI-optimized marketing analytics platform. The deal values Semrush at a hefty 70% premium and is positioned by Adobe as a foundational move into GEO (Generative Experience Optimization), pairing its existing Digital Experience suite with Semrush’s search-and-visibility intelligence.

But there’s a much bigger question than product fit or strategic logic:

Will the FTC and DOJ actually approve this deal?
And under today’s dramatically more aggressive U.S. antitrust regime, is Adobe walking into another Figma-style regulatory nightmare—or is this one materially different?

This article answers that question with strict adherence to FTC/DOJ merger guidelines, Clayton Act §7, Sherman Act §2, Hart-Scott-Rodino (HSR) standards, and the agencies’ 2023 Merger Guidelines, using detailed market-definition and concentration analysis.

Let’s walk through this with precision.

I. The Legal Framework: How the FTC and DOJ Will Evaluate Adobe–Semrush

To determine whether this deal will pass regulatory scrutiny, we must apply the exact analytical test the government uses:

The Core Statutes

Clayton Act §7: Prohibits mergers that “may substantially lessen competition or tend to create a monopoly.”
Sherman Act §2: Prohibits monopolization or attempts to monopolize.
FTC Act §5: Grants the FTC authority to stop “unfair methods of competition.”

The 2023 Merger Guidelines (Most Relevant Sections)

The Adobe–Semrush deal triggers the following guidelines:

Guideline 1 — The agencies flag mergers where concentration meaningfully increases.
Guideline 2 — The agencies block mergers enabling a firm to gain or maintain monopoly power.
Guideline 3 — Vertical mergers face scrutiny if they foreclose rivals.
Guideline 4 — Mergers involving a dominant platform and complement services may raise concerns.
Guideline 5 — Mergers that entrench a dominant position in ecosystems are under scrutiny.
Guideline 10 — Mergers involving nascent competitors (like Figma previously) are highly suspect.

The Key Regulatory Question

Does Adobe acquiring Semrush substantially reduce competition in any relevant market?

To answer that, we must define those markets meticulously.

II. Market Definition: What Market Is the FTC Likely to Use?

This is where Adobe’s odds of success dramatically improve compared to Figma.

Adobe–Figma Failed Because:

Both operated in the same product market (collaborative interface design).
Adobe already held a dominant share.
The deal removed a growing, disruptive competitor.

Semrush Is Not Figma. Here’s why.

A. Semrush Market Classification (Likely)

The FTC will classify Semrush as operating in:

SEO and Search Marketing Analytics Platforms
Keyword research and competitive visibility tools
Web traffic analysis and ranking intelligence products
Digital marketing insights tools

This is a fragmented, non-concentrated market.

Major players include:

Ahrefs
Moz
BrightEdge
Conductor
SimilarWeb
Majestic
Screaming Frog
Searchmetrics
SEOClarity

The HHI (market concentration index) in SEO/visibility tools is extremely low — nowhere near the levels that trigger merger presumption of illegality.

This alone materially differentiates the situation from Adobe–Figma, where concentration would’ve exceeded 5,000 HHI in some segments.

B. Adobe Market Classification (Likely)

Adobe operates in:

Digital Experience and Enterprise Marketing Suites
Customer analytics and personalization (AEM, Analytics, Journey Optimizer)
Advertising & campaign orchestration tools

Adobe is not a major player in search-visibility analytics or SEO keyword research. It integrates with players like Semrush, but does not compete with them.

This is the primary legal safety valve.

Because for the FTC to block a horizontal merger, the firms must directly compete.

Adobe and Semrush… do not.

III. Horizontal Effects: Does This Deal Reduce Direct Competition?

Short answer: No.

Here’s the strict Clayton Act §7 analysis.

Does Adobe currently compete in SEO analytics?

No.

Adobe does:

Web analytics
Personalization
A/B testing
Customer journeys
Campaign measurement
Content management

Semrush does:

Keyword research
Backlink indexing
Website audit tools
Competitive visibility
Rank monitoring
Search intelligence

There is minimal overlap.

To block a merger on horizontal grounds, the FTC must show:

Both companies compete in the same product market.
Eliminating Semrush would harm customer choice.

They cannot credibly make that case.

IV. Vertical Effects: Could Adobe Foreclose Rivals?

Vertical issues arise when:

A platform buys a supplier.
The merger gives power to exclude rivals from a crucial input.

Consider:

Semrush is not an essential facility.
SEO data has multiple sources.
Ahrefs is as large or larger.
BrightEdge dominates enterprise SEO.
SimilarWeb provides broader visibility data.

Semrush is important but not irreplaceable.

Thus, foreclosure is unlikely, and the FTC cannot argue Adobe is restricting rivals from a critical input.

Vertical foreclosure tests fail because:

Competitors have alternatives for SEO data.
Entry barriers are moderate.
Semrush’s data is not unique or proprietary in a “market-cornering” way.

V. Ecosystem Control / Platform Envelopment: A Newer DOJ Angle

Even though Adobe and Semrush don’t overlap vertically or horizontally, the agencies may still investigate under:

2023 Guidelines – “Platform and Ecosystem Entrenchment”

This applies when:

A large platform (Adobe) acquires a complementary tool (Semrush)
And the deal might extend Adobe’s power by bundling/integrating

This is the closest thing to a risk factor.

But does the legal test actually bite here?

A. Does Adobe possess monopoly power in “digital marketing suites?”

No.

Adobe competes intensely with:

Salesforce Marketing Cloud
HubSpot
Oracle Marketing Cloud
SAP
Braze
Iterable
Klaviyo
Mailchimp

Adobe is strong, but nowhere near “dominant platform” status legally.

B. Does the acquisition reduce competitor access to Semrush tools?

Also unlikely.

Adobe historically leaves standalone businesses operational.

And even if Adobe preferred tighter integration:

Competitors already have partnerships with other SEO tools.
Ahrefs + HubSpot already integrate, for example.
BrightEdge dominates enterprise SEO autonomously.

Nothing about this acquisition creates a market choke point.

This greatly weakens any ecosystem-entrenchment claim.

VI. Nascent Competition Theory: The Government’s Favorite Hammer

This is how FTC/DOJ killed Adobe–Figma.

They argued:

Figma was a nascent threat to Adobe’s core products.
Even if Figma didn’t compete fully today, it would tomorrow.
Acquiring a rising competitor harms future innovation.

Does Semrush pose a nascent threat to Adobe’s main business lines?

No.

Semrush does not:

Produce design tools
Produce interface collaboration tools
Produce creative software
Threaten Photoshop, Illustrator, or Premiere
Build customer-journey platforms
Compete in content management
Reduce Adobe’s pricing leverage in enterprise suites

Nascent theory only applies when a startup may grow into a major competitive threat.

Semrush is a marketing intelligence tool, not a future Adobe competitor.

This risk collapses legally.

VII. The Role of Market Power: Is Adobe Too Big to Buy Anything?

Regulators are skeptical when giants buy anything, but:

Adobe’s $1.9B acquisition is tiny relative to its size
It is nowhere near the magnitude of Figma’s $20B bid.
The deal does not eliminate competition in a concentrated space.
The market for SEO/visibility tools is fragmented and highly competitive.

The agencies must prioritize cases where consumer harm is plausible.

This is not one.

VIII. Deal Size and Probability of Investigation

Let’s apply the practical lens regulators use:

A. Dollar Amount

$1.9B is big, but not headline-scary.
The FTC often lets sub-$3B software deals pass with minimal scrutiny unless they remove direct competitors.

B. Market Impact

Semrush is a well-known tool but not systemically important.
No major political or consumer groups are pushing for scrutiny in SEO tooling acquisitions.

C. Political Climate

Even in the Biden/Trump regulatory environment (both of which have increased antitrust scrutiny), agencies must pick winnable cases.

They will not waste resources on a weak case.

IX. The HSR Filing Process — Realistically What Will Happen

Step 1: HSR Filing

Adobe and Semrush file standard pre-merger notifications.

Step 2: Initial Waiting Period

Likely outcome:
FTC requests basic info, but does not issue second request.

Step 3: Informal Inquiry (Possible but mild)

The FTC might send voluntary questions:

Market share data
SEO tool competitor list
Pricing model analysis

This is normal.

Step 4: Clearance

The deal is approved—likely without conditions.

This follows the pattern of:

HubSpot acquisitions
Atlassian smaller buys
Salesforce’s tuck-ins
Adobe’s past <$2B acquisitions

X. Foreign Regulatory Risk (EU, UK’s CMA)

Here’s the good news:

EU

SEO tools are not considered a “core platform service.”
Adobe is not a gatekeeper under DMA.
Zero serious antitrust concerns in Europe.

Likely outcome: “Phase I approval, no remedies.”

UK CMA

The CMA is aggressive, but only when:

There is platform concentration.
There is a risk of future elimination of competition.

Again, this does not apply.

XI. Final Assessment: Will the Deal Close?

Probability the Adobe–Semrush deal is approved: ~90–95%

Here is the official breakdown:

Horizontal issues: None

Adobe does not compete in SEO/visibility tools.

Vertical foreclosure: Weak

Semrush data is not an essential facility.

Ecosystem entrenchment: Not compelling

Adobe is not considered a dominant marketing platform.

Nascent competitor theory: Not applicable

Semrush is not a future Adobe competitor.

Market concentration: Low

SEO tools market is extremely fragmented.

Political sensitivity: Minimal

No consumer harm argument.

Deal size: Small-medium

Unlikely to attract extended litigation.

Figma comparison: Not parallel

Figma threatened Adobe’s core franchise; Semrush does not.

XII. Bottom Line: Will the FTC and DOJ Let It Go Through?

Yes, overwhelmingly likely.

This deal is:

Legally defendable
Market-structure safe
Not anticompetitive
Not a monopoly-extending move
Not a removal of a current or future rival

Barring an unexpected political intervention or a novel legal theory (unlikely here), Adobe will secure approvals in:

United States
European Union
United Kingdom
Other jurisdictions

Expected closing: First half of 2026 (as announced), with high confidence.

DISCLAIMER: This analysis of the aforementioned stock security is in no way to be construed, understood, or seen as formal, professional, or any other form of investment advice. We are simply expressing our opinions regarding a publicly traded entity.