CCP approves PTCL acquisition of Telenor Pakistan with conditions
Islamabad, 01-10-2025
The Competition Commission of Pakistan (CCP) has approved the acquisition of 100% shareholding of Telenor Pakistan (Pvt.) Ltd. and Orion Towers (Pvt.) Ltd. by Pakistan Telecommunication Company Limited (PTCL), subject to extensive conditions designed to preserve competition and ensure non-discriminatory access and secure the pass-through of efficiencies to consumers.
The order was announced today at a press conference held at CCP head office. CCP Chairman Dr. Kabir Ahmed Sidhu, Member Salman Amin, Mr. Shahzad Hussain, Registrar CCP and Head of Legal Ms. Ambreen Abbasi shared the key highlights. They explained that CCP conducted a comprehensive review of the merger transaction. The review examined market structure, concentration levels, efficiencies, and potential competition risks.
Speaking on the occasion, CCP Chairman Dr. Kabir Ahmed Sidhu emphasized 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 Ms. 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 Merge Co 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, Mr. Salman Amin, added that the conditions are specifically aimed at preventing favoritism, predatory pricing, and barriers to market entry, while ensuring continued regulatory oversight by CCP and PTA.
