ISLAMABAD: The Competition Commission of Pakistan (CCP) Wednesday conditionally approved Pakistan Telecommunication Company Limited’s (PTCL) acquisition of 100 percent shareholding of Telenor Pakistan (Pvt) Ltd and Orion Towers (Pvt) Ltd, imposing a wide set of safeguards.
The approval requires PTCL and the merged entity to maintain separate boards and management, prohibits cross-subsidistion, mandates non-discriminatory access to telecom infrastructure, and places restrictions on predatory pricing. The order also contains a divestment clause, under which CCP may review the approval and direct PTCL to divest assets or business segments in case of non-compliance. According to the order, the merger transaction is expected to be completed within one year.
The announcement was made at a press conference at CCP head office in Islamabad, where CCP Chairman Dr Kabir Ahmed Sidhu, Member Salman Amin, Registrar Shahzad Hussain, and Head of Legal Ambreen Abbasi shared the details of the order. Officials said the USD 400 million transaction had been reviewed under the Substantial Lessening of Competition (SLC) test, examining market structure, concentration levels, efficiencies, and risks across six telecom sub-markets including cellular services, LDI, fixed line, leased lines, IP bandwidth, and infrastructure markets. Dr Sidhu said the Commission also studied similar cases in jurisdictions including the United States, United Kingdom, and European Union before issuing its order. He said the conditions were aimed at preventing market distortion and ensuring that efficiencies are passed on to consumers.
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Ambreen Abbasi explained that the review examined possible competition concerns, market shares, and efficiency claims, and that the approval was granted with conditions designed to safeguard competition and consumer interests.
Separate Management and Governance: PTCL and the merged entity must maintain separate boards of directors and independent management. No person may hold a position in both entities simultaneously, and a three-year cooling-off period applies before an official can take up a role in the other entity.
Leadership Standards:
The CEOs and senior management of PTCL and MergeCo must have telecom industry experience, competence, and integrity. Etisalat, as strategic shareholder, is responsible for ensuring professional leadership.
Independent Third-Party Reviewer (TPR): A Third-Party Reviewer will be appointed for five years to monitor compliance with conditions, audit board decisions, and submit quarterly reports to CCP.
Related Party Transactions and Cross-Subsidization: Both entities are prohibited from sharing sensitive commercial information. Related-party transactions must be conducted at arm’s length and competitively. Cross-subsidization between PTCL and MergeCo is strictly prohibited. Interconnection and Infrastructure Sharing: Non-discriminatory access to interconnection and infrastructure must be provided to all operators. PTCL must submit all Reference Interconnect Offers (RIOs) to PTA for approval and apply them uniformly. Infrastructure sharing agreements must be disclosed to PTA and the TPR.
Accounting and Compliance: PTCL and MergeCo must maintain separate accounts verified by independent auditors. Each company is required to establish independent compliance departments to oversee adherence to the order.
Pricing and Consumer Protection: PTCL must seek PTA approval for wholesale pricing in IP bandwidth, LDI, leased lines, and infrastructure services. Predatory retail pricing is prohibited. Both entities must uphold service quality standards, pursue innovation including 5G rollout, and obtain PTA approval for tariff changes.
Market Access and MVNOs: MergeCo must provide wholesale access to new Mobile Virtual Network Operators (MVNOs) on fair and reasonable terms. Spectrum sharing must comply with any framework issued by the federal government.
Efficiency Commitments: PTCL and MergeCo must demonstrate that claimed efficiencies such as network expansion, 5G acceleration, and fiberization are passed on to consumers through competitive pricing and improved services.
Divestiture Clause: The order explicitly empowers CCP to review its approval and direct PTCL to divest infrastructure or business segments if conditions are violated or anti-competitive conduct is detected.
Transition Period: Until the amalgamation is fully completed within a year, all conditions remain binding on both PTCL and Telenor Pakistan.
Member CCP Salman Amin said the conditions aim to prevent favouritism, predatory pricing, and barriers to market entry, with ongoing regulatory oversight by CCP in coordination with PTA.
Meanwhile, Aamir Ibrahim, CEO Jazz, in a statement said, congratulations to PTCL on receiving CCP approval for the acquisition of Telenor Pakistan — Consolidation can make the telecom industry more sustainable by ensuring resources are invested in expanding services rather than duplicating networks. Now the real priority should be timely spectrum release, which is essential to unlock Pakistan’s digital growth and ensure that millions of people benefit from faster, more affordable connectivity, he added.
Copyright Business Recorder, 2025
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