CCP approves PTCL’s acquisition of Telenor Pakistan, Orion Towers

Pakistan Telecommunication Company Limited (PTCL) on Wednesday announced that the Competition Commission of Pakistan (CCP) has approved its proposed acquisition of Telenor Pakistan BV and Orion Towers (Private) Limited.

PTCL-Telenor merger: CCP to issue conditional approval

“It is to notify that the CCP on October 1, 2025, has passed the Phase-II Order in relation to the pre-merger application earlier filed by PTCL and TPBV pursuant to Subsection (2) of Section 11 of the Competition Act, 2010, read with Regulation 6 of the Competition (merger control) Regulations, 2016, approving the transaction,” read a notice to the Pakistan Stock Exchange (PSX).

The CCP, in its Phase-II Order issued in compliance with the provisions of the Competition Act, 2010 and the Competition (Merger Control) Regulations, 2016, has accorded the approval of the transaction.

“However, finalisation of the transaction is still subject to other corporate/regulatory approvals, completion of formalities, and signing of necessary agreement(s)/instrument(s) and closing obligations,” said PTCL.

In a separate statement, PTCL said that it is grateful to the CCP for successfully concluding Phase II of the review of its acquisition of Telenor Pakistan.

“We highly appreciate the CCP’s thoroughness in safeguarding the future outlook and long-term sustainability of Pakistan’s telecom sector. We are especially thankful to our customers, partners, and the wider telecom community who have been eagerly looking forward to this historic announcement,” it said.

The telecom maintained that it fully cooperated with the Commission throughout the review process and remains committed to advancing the acquisition in complete alignment with the directions of all regulatory bodies on this.

“This intra-sector consolidation is a pivotal step forward for Pakistan’s telecom industry, which will draw strengths from both PTML (Ufone) and Telenor to deliver best-in-class customer experience, enhanced network quality, broader coverage, and innovative digital services for their customer base, while enabling the sector to achieve greater efficiency, resilient infrastructure, and a more competitive landscape.

“Moreover, the consolidated entity will strengthen nationwide connectivity, drive innovation, and support the government’s vision of a digitally empowered Pakistan,” PTCL added.

Speaking on the development, CCP Chairman Dr Kabir Ahmed Sidhu emphasised that the Commission’s decision ensures a level playing field for all telecom operators and safeguards consumer interests.

He noted that the merger aims to enhance service quality, expand product offerings, and accelerate technological innovation, including the rollout of 5G. He further stated that CCP studied various of international precedents, including orders from the United States, United Kingdom, and European Union, involving similar transactions before granting approval.

Senior Legal Advisor Ambreen Abbasi explained that the assessment considered possible lessening of competition in the relevant sub-markets, market shares, and efficiency claims. She underlined that the merger was approved conditionally, with safeguards designed to prevent anti-competitive conduct.

Key conditions imposed include:•

• Separate management & governance: PTCL and the merged entity must maintain separate boards and independent management structures.

• Leadership standards: CEOs and senior management must meet strict competency and integrity requirements, with Etisalat ensuring professional leadership.

• Independent Third-Party Reviewer (TPR): To monitor compliance, audit transactions, and submit quarterly reports to CCP for five years.

• Related party transactions & cross-subsidization: Prohibited unless conducted competitively and at arm’s length.

• Interconnection & infrastructure sharing: Non-discriminatory access to capacity and infrastructure for all operators. PTCL and MergeCo shall submit all its existing and future Reference Interconnect Offers (RIO) to PTA for approval. PTCL shall offer interconnection to all operators in accordance with RIO as approved by the PTA.

• Prohibition on price discrimination: PTCL shall seek PTA’s approval for its wholesale pricing structure in relation to IP Bandwidth service, LDI service, Domestic Leased Line services and telecom infrastructure services provided to PTA licensees as well as associated companies including MergeCo. PTCL shall not set predatory retail prices.

• Consumer protection & innovation: Mandatory compliance with service quality standards, innovation policies, and PTA tariff approvals.

• Efficiencies substantiation: PTCL and the merged entity must demonstrate that claimed efficiencies are passed on to consumers through better services, pricing, and infrastructure investments.

• Divestiture clause: CCP reserves the right to direct divestiture of assets or business segments in case of future violations.

Member CCP, Salman Amin, added that the conditions are specifically aimed at preventing favouritism, predatory pricing, and barriers to market entry, while ensuring continued regulatory oversight by CCP and PTA.

The CCP has conducted one of the most exhaustive merger reviews in its history, applying the Substantial Lessening of Competition (SLC) Test to determine whether the transaction would distort market dynamics. Multiple sub-markets were examined, including the cellular mobile operators’ market, long-distance and international (LDI) services, fixed-line, leased lines, and IP bandwidth.

Between September 2024 and August 2025, the CCP held at least five open hearings and several confidential sessions with PTCL, Telenor, and other stakeholders. The Commission sought extensive data, including regulatory separated accounts, interconnection agreements, and business plans, to evaluate possible dominance concerns.

Despite repeated delays, incomplete disclosures, and technical complexities, CCP pressed the parties for clarifications until it received the necessary information.