Pakistan Telecommunication Authority has issued a detailed and conditional approval for Pakistan Telecommunication Company Limited’s planned acquisition of Telenor Pakistan and Orion Towers, linking the transaction to an extensive set of safeguards designed to protect consumers, maintain fair competition, and ensure compliance across the telecom sector. According to the order, PTA has reviewed the proposed acquisition and found it to be consistent with the existing regulatory framework, but determined that multiple protective conditions are necessary to address concerns raised by various stakeholders. These conditions apply not only during the acquisition phase but also after the expected amalgamation of Telenor Pakistan and PTML into a single entity, referred to as MergeCo, once all regulatory steps are completed.
PTA has clarified that PTML is expected to remain the surviving entity after amalgamation, and until that process is complete, all involved operators must continue functioning as separate legal entities. Each licensee must comply with its own license obligations during this transitional period and will be held individually responsible for meeting regulatory requirements. Among the key conditions, PTCL must accept all liabilities tied to the licenses issued to Telenor Pakistan, TLDI, and Orion Towers. All parties are required to submit updated corporate filings within thirty days of the No Objection Certificate. PTA has also directed MergeCo and PTML to avoid modifying or introducing new brands without prior approval and has conditioned the NOC on the clearance of outstanding regulatory dues. The parties must ensure that all telecom related agreements follow a fair and transparent competitive process and that access to infrastructure, including bandwidth capacity, is offered on a non discriminatory basis to all licensees. PTCL has also been barred from entering into exclusive or restrictive resale agreements that could limit market access for other operators.
The order places strong focus on accounting separation, interconnection compliance, and tariff controls. PTA has directed the parties to maintain and submit separate accounts for each business unit and to ensure full adherence to national interconnection guidelines. PTCL, Telenor Pakistan, TLDI, PTML, and MergeCo must treat all licensees equally in interconnection arrangements and submit updated RIOs to PTA within three months of the NOC. Any changes to existing interconnection agreements will require explicit approval. To protect competition, PTCL and MergeCo must avoid any cross subsidization practices, especially those that could affect wholesale and retail pricing. Tariffs for a wide range of services, including broadband, IP bandwidth, and call termination, cannot be changed or introduced without prior authorization from PTA. Meanwhile, the order also mandates retention of existing contract tenures with telecom licensees and continuation of IRU arrangements for a minimum of five years or until contract expiry.
Technical obligations form another major part of the conditional approval. Network mergers, spectrum sharing, and site decommissioning cannot proceed without approval from PTA. All BTS sites must remain active for at least four months after any approved decommissioning request, and MergeCo must offer the first right of acquisition to guest licensees before dismantling any tower. Updated coverage maps, network integration plans, and revised site databases must be submitted regularly, while ongoing operations cannot impact any USF related projects. Voice only sites are required to be upgraded for mobile broadband on priority. MergeCo must ensure efficient use of microwave and access spectrum, return underutilized spectrum as determined by FAB, and participate in future spectrum awards in line with national requirements. PTA has also mandated continuous compliance with QoS standards, provision of real time OSS KPI access, and transparency in network monitoring.
The conditions extend to national numbering, roaming obligations, and license renewals. Should MergeCo choose not to renew any cellular license, upfront allocation fees for national destination codes will apply, along with annual numbering fees. All pre merger roaming arrangements must remain in place, and MergeCo must allow roaming access to other operators on commercially agreed terms. PTA will require quarterly compliance reports covering all aspects of the conditional approval. The Authority has also stated that additional conditions may be imposed during the amalgamation review process and that the current order should not be viewed as exhaustive.
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