PTCL Acquisition of Telenor Pakistan
In a landmark development for Pakistan’s telecom sector, the Competition Commission of Pakistan (CCP) has approved Phase II of the proposed PTCL acquisition of Telenor Pakistan. This decision marks a major step toward the consolidation of the country’s telecom industry, aiming to improve services, expand coverage, and strengthen digital infrastructure nationwide.
The Pakistan Telecommunication Company Limited (PTCL) and Telenor Pakistan BV (TPBV) entered into a Share Purchase Agreement (SPA) on August 14, 2024, covering the full acquisition of Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited.
PTCL’s Statement and Appreciation
Following the CCP’s decision, PTCL issued a public statement expressing gratitude to the Commission for its detailed and transparent review process. The company appreciated the role of its customers, partners, and the broader telecom community for their support during this critical period. It also reaffirmed its commitment to complying with all national laws and regulatory guidelines during the acquisition process.
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What the Phase-II Approval Means
The CCP’s Phase-II review is the most in-depth merger review in the Commission’s history. It was conducted under the Competition Act, 2010, and Merger Control Regulations, 2016. This phase involved applying the Substantially Lessening of Competition (SLC) test to assess whether the transaction would negatively affect market competition.
The CCP concluded that the proposed acquisition meets all legal and regulatory standards. This approval confirms that the deal does not raise serious competition concerns and can proceed, although it is still subject to other corporate approvals and formalities.
Expected Benefits for the Telecom Sector
The PTCL acquisition of Telenor Pakistan is expected to create a more robust and customer-focused telecom service provider in the country. By combining the strengths of PTML (Ufone) and Telenor, the new entity aims to:
- Enhance network quality and coverage
- Deliver superior customer experiences
- Offer innovative digital services
- Improve operational efficiency and flexibility
- Support the government’s vision of a Digital Pakistan
This strategic consolidation is also likely to increase competitiveness in the sector, pushing the boundaries of technological innovation and inclusivity.
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Remaining Approvals and Conditions
Despite the CCP’s green light, the transaction is not yet fully finalized. It remains subject to:
- Additional regulatory and corporate approvals
- Completion of necessary legal formalities
- Signing of remaining agreements and instruments
Only after these steps are completed can the acquisition be officially closed.
The Review Process: One of the Most Comprehensive in CCP’s History
Between September 2024 and August 2025, the CCP conducted a detailed review that included:
- Five open hearings
- Confidential sessions with PTCL, Telenor, and other stakeholders
- Requests for detailed data, including:
- Regulatory financial accounts
- Interconnection agreements
- Business plans
The Commission evaluated a wide range of telecom sub-markets, such as:
- Cellular mobile services
- Long-distance and international (LDI) services
- Fixed-line services
- Leased lines and IP bandwidth
Throughout the process, the Commission faced both external and corporate pressure to expedite the review. However, CCP Chairman Dr. Kabir Sidhu emphasized transparency and thoroughness, refusing to bypass legal procedures or compromise regulatory standards.
Legal Challenges and Public Interest
In February 2025, a legal representative of a stakeholder challenged the Commission, arguing that the CCP had become “functus officio” and could no longer proceed with the case. The Commission rejected this claim, maintaining that it was operating within the legally defined timeline and conducting the review in the public interest.
This incident highlights the legal scrutiny surrounding the merger and the Commission’s commitment to due process.
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International Comparisons Highlight CCP’s Efforts
The PTCL-Telenor review reflects similar telecom mergers around the world. For instance:
- Vodafone and Three UK’s merger clearance took approximately 23 months.
- Sprint and T-Mobile (USA) merger underwent a 22-month review.
In comparison, the CCP’s 18-month review of this acquisition is in line with global best practices, showcasing the evolving maturity of Pakistan’s competition regulatory framework.