ISLAMABAD: The Pakistan Telecommunication Authority (PTA) has issued a conditional approval for Pakistan Telecommunication Company Limited (PTCL) to acquire Telenor Pakistan (TP) and Orion Towers (OT), imposing a wide range of safeguards covering competition, licensing compliance, consumer protection, technical standards and market conduct. The conditions are outlined in a detailed order reviewed by Business Recorder.
PTA stated that the transaction aligns with the applicable legal and regulatory framework, but additional measures were necessary to protect consumer interests and ensure fair competition across the telecom sector. PTA’s order also assumes that after the acquisition, PTCL’s subsidiary PTML and Telenor Pakistan, collectively referred to as “MergeCo”, will seek formal amalgamation approval, with PTML expected to be the surviving entity.
Under the conditions, PTCL, PTML, TP, TLDI and Orion Towers must continue operating as separate legal entities until the Authority decides on the merger application. Each licensee will remain responsible for complying with its existing license terms in Pakistan, Azad Jammu & Kashmir, and Gilgit-Baltistan.
PTCL must fully assume all liabilities associated with licenses held by TP, TLDI and OT. All involved entities are required to submit updated corporate filings to the Securities and Exchange Commission of Pakistan within 30 days of receiving the No Objection Certificate (NOC). Any changes to brand names will require PTA’s prior approval.
The NOC is contingent on clearance of all outstanding regulatory dues. PTA also directed MergeCo to maintain non-discriminatory access to infrastructure, avoid exclusive agreements, and conduct all transactions on an arm’s-length basis. The Authority further mandated strict accounting separation between business units and annual submission of detailed accounts.
On interconnection, PTCL, TP, TLDI and MergeCo must comply with the Interconnection Guidelines 2004, avoid discrimination, and submit Reference Interconnect Offers within three months of the NOC. They must also ensure equal access to interconnection capacity for all licensees and maintain transparency in pricing.
PTA prohibited predatory pricing and cross-subsidization, requiring transparent wholesale and retail tariff structures. Any changes in tariffs, wholesale or retail, will require prior approval from the regulator.
The entities are barred from terminating existing telecom contracts for at least three years unless mutually agreed. Long-term IRU (Indefeasible Right of Use) arrangements must continue for at least five years, ensuring network continuity for other operators.
In terms of technical operations, PTA prohibited network merging or spectrum sharing without prior approval. No BTS sites may be decommissioned for at least four months following a merger approval, and MergeCo is required to maintain service coverage, upgrade voice-only sites to mobile broadband, and provide detailed network plans and updated coverage maps. Unused microwave spectrum must be returned as determined by the Frequency Allocation Board.
Regarding quality of service, MergeCo must ensure that KPIs meet or exceed current standards, provide real-time network performance access to the Authority, and support required upgrades to monitoring tools. Online OSS KPIs must be made accessible to PTA.
PTA also outlined obligations for numbering resources. If MergeCo chooses not to renew any mobile license, it must make upfront payments of USD 5 million (for Pakistan) and USD 0.5 million (for AJ&K and GB) for national destination codes (NDCs), along with annual numbering fees.
License renewals must proceed per policy directives and regulatory requirements at the relevant time. All license terms will be harmonised with the most recent licenses issued in the same category.
PTA also mandated national roaming obligations, requiring MergeCo to allow other operators to roam on its network on mutually agreed terms, with pre-merger roaming arrangements remaining intact.
Entities must submit quarterly compliance reports. PTA cautioned that any incomplete or misleading information affecting the transaction would result in legal action. The Authority also noted that further conditions may be applied at the time of reviewing the merger application.
