Islamabad High Court clears final legal hurdle in Telenor Pakistan merger with PTML 

The Islamabad High Court has approved the proposed Scheme of Amalgamation/Arrangements for merging Telenor Pakistan (Private) Limited into Pak Telecom Mobile Limited, clearing the final legal requirement for one of Pakistan’s largest telecom mergers.

In a disclosure filed with the PSX on Wednesday, PTCL said the court issued the approval through its order dated June 30, 2026. Both Telenor Pakistan and Pak Telecom Mobile Limited are wholly owned subsidiaries of Pakistan Telecommunication Company Limited.

As per media reports, Justice Khadim Hussain Soomro of the IHC sanctioned the Scheme of Amalgamation under Sections 279 to 283 and 285(8) of the Companies Act, 2017.

The court ruled that the merger met all legal requirements, was fair to shareholders and creditors, and was not against the public interest.

PTCL said in its notice that the scheme provides for the amalgamation of Telenor Pakistan into Pak Telecom Mobile Limited by transferring, merging and vesting the entire undertaking of Telenor Pakistan into PTML as a going concern.

The undertaking includes all assets, liabilities, and obligations of Telenor Pakistan as defined under the Scheme of Amalgamation. The scheme also provides for the cancellation of the entire shareholding of PTCL in Telenor Pakistan.

Following the amalgamation, Telenor Pakistan will stand dissolved without winding up, and its name will be struck off from the records of the Registrar of Companies.

Reports suggest that the merged company is expected to discontinue both Ufone and Telenor brands after the integration process and adopt the e& identity as part of the UAE-based group’s global branding strategy. The move would align Pakistan’s merged telecom operation with e&’s international branding strategy.

The IHC approval follows the Pakistan Telecommunication Authority’s (PTA) issuance of the final No Objection Certificate (NOC), allowing the operational integration of the two mobile operators.

The merger follows Pakistan Telecommunication Company Limited’s (PTCL) acquisition of 100% shareholding in Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited.

PTCL had signed a share purchase agreement with Norway’s Telenor Group in December 2023 to acquire the two entities for $400 million.

In a stock filing to the Pakistan Stock Exchange (PSX), PTCL said it acquired 100% shareholding of Telenor Pakistan and Orion Towers on December 31, 2025, and the shares had been transferred in PTCL’s name.

The acquisition will merge PTCL’s mobile arm, Ufone, with Telenor Pakistan, creating the country’s second-largest mobile operator.

PTCL has previously said the acquisition is expected to improve customer experience, enhance network quality and coverage, strengthen infrastructure and create a more competitive telecom market.

The transaction comes at a time when Pakistan’s telecom sector continues to face pressure from thin margins, high spectrum costs and heavy capital expenditure requirements.

The Competition Commission of Pakistan (CCP) approved PTCL’s acquisition of 100% shareholding in Telenor Pakistan and Orion Towers in October 2025, subject to conditions aimed at protecting competition, ensuring non-discriminatory access and passing efficiencies on to consumers.

At the time, CCP Chairman Dr. Kabir Ahmed Sidhu said the commission had reviewed market structure, concentration levels, efficiencies and possible competition risks before granting approval.

He said the decision was aimed at maintaining a level playing field for telecom operators, protecting consumer interests, improving service quality, expanding products and supporting technological innovation, including 5G rollout.

The CCP said it had also reviewed international precedents from the United States, United Kingdom and European Union involving similar telecom transactions before approving the deal.