These Are the Conditions for PTCL’s Acquisition of Telenor

The Pakistan Telecommunication Authority (PTA) has released its detailed authority order conditionally approving the acquisition of Telenor Pakistan, Telenor LDI, and Orion Towers by Pakistan Telecommunication Company Limited (PTCL). According to the order, the regulator granted the go-ahead after imposing a wide range of safeguards aimed at protecting market competition and consumer interests. The move sets the stage for a major reshaping of Pakistan’s telecom landscape as PTCL integrates Telenor’s operations into its corporate structure. The order states that the acquisition will eventually lead to a merger between Telenor Pakistan and PTCL’s subsidiary, PTML (Ufone), producing a large unified operator referred to as “MergeCo.” This consolidation will reduce the number of major cellular operators in the country from four to three, giving the merged entity a significant share of mobile subscribers and revenues. The PTA highlighted that MergeCo would account for 35.3 percent of mobile users and 31.7 percent of sector revenue, reinforcing concerns of market dominance. The authority noted in its order that the merged entity would emerge as the largest spectrum holder in Pakistan, controlling 41 percent of the total assigned mobile spectrum. This comes at a time when PTCL already holds the status of Significant Market Power in several markets, such as wholesale IP bandwidth and LDI services. By integrating Telenor’s assets, the merger further strengthens PTCL’s influence in the retail mobile market, prompting PTA to enforce strict regulatory checks. According to the PTA’s order, more than 25 conditions have been imposed to prevent anti-competitive behavior and ensure fair access for all operators. These include obligations introduced earlier by the Competition Commission of Pakistan, as adopted in its September 2025 approval. PTA’s conditions require Telenor Pakistan, Ufone, and PTCL to continue operating as separate legal entities until the merger is formally approved, with PTCL taking full responsibility for all liabilities tied to the involved licenses. All brand changes, tariff revisions, interconnection updates, and network or site-related decisions must receive prior PTA approval. The companies must clear all outstanding dues, maintain separate accounting for different business units, and ensure all procurement, service acquisitions, and interconnection arrangements are carried out transparently and on market terms. Existing contracts, IRU agreements, and allocated interconnection capacity must remain protected for specified periods, and any changes must be mutually agreed or legally justified. Additionally, the merged entity must maintain fair competition by offering non-discriminatory access to infrastructure, bandwidth, and interconnection services, avoiding exclusive deals, predatory pricing, or cross-subsidization. Network coverage, capacity, and quality of service cannot decline after the merger, and redundant sites must be handled under PTA-approved procedures. MergeCo must also ensure efficient spectrum utilization, comply with enhanced consumer protection rules, register any changes in dialing codes with associated fees, and guarantee continuous visibility through quarterly compliance reports demonstrating adherence to all regulatory conditions. PTA will monitor compliance through mandatory quarterly reporting, while the final No Objection Certificate will only be issued once the companies provide unconditional acceptance of all regulatory conditions within 15 days of the order.