Order on PTCL–Telenor merger: Stricter audit oversight, timely investments key: CCP

ISLAMABAD: The Competition Commission of Pakistan’s detailed order on the PTCL–Telenor merger has underscored stricter audit oversight and timely investments to safeguard competition in the telecom sector.

The landmark decision, involving PTCL’s acquisition of 100 percent shareholding in Telenor Pakistan and Orion Towers, has been accompanied by some of the most rigorous compliance requirements imposed by the Commission to date.

According to the order published on the Commission’s website, the independent auditor to be appointed under the merger conditions. The audit reports to be submitted to CCP must expressly confirm whether the separate accounts of PTCL and the merged entity (MergeCo) reflect a true and fair view in line with the reporting framework prescribed by the Commission.

The third-party reviewer (TPR) is under an obligation to specifically state whether related-party transactions between PTCL and MergeCo have been conducted, and highlight any substantial discrepancies observed in the costs of goods or services exchanged between associated undertakings.

The order also reinforced PTCL’s own pledges made during the proceedings to make timely investments in line with the business plan submitted to the CCP. These investments are considered crucial to ensure that the merged company develops the required capacity to provide fair and non-discriminatory access to its infrastructure. The condition aims to prevent potential market foreclosure and protect smaller players and new entrants who rely on PTCL’s wholesale facilities.

The PTCL–Telenor merger, one of the largest transactions in Pakistan’s telecom history, underwent a rigorous Phase II review, including multiple hearings and detailed market analysis by the Commission. The conditions attached to the approval demonstrate the CCP’s resolve to ensure transparency, fairness, and consumer protection while allowing industry consolidation in a highly concentrated telecom market.

Copyright Business Recorder, 2025