PTA Approves PTCL–Telenor Merger With Strict Conditions to Protect Competition

The Pakistan Telecommunication Authority has formally approved the merger of Telenor Pakistan with Pakistan Telecommunication Company Ltd (PTCL), imposing stringent conditions aimed at preventing market dominance and ensuring fair competition in Pakistan’s telecom sector.

The merger covers Telenor Pakistan, its long-distance arm Telenor LDI Company (TLDI), and Orion Towers, all of which will be absorbed under PTCL. However, PTA has designated the combined mobile operator — consisting of Ufone (PTML) and Telenor Pakistan — as “MergedCo”, which will be subject to strict operational and financial separation requirements.

Building on the Competition Commission of Pakistan’s earlier direction, PTA reaffirmed that PTCL and Ufone must remain distinct legal entities with separate accounts and no cross-subsidisation. The regulator warned that cross-subsidy — using profits from one business unit to artificially support another — could distort competition and must not occur between PTCL and MergedCo.

Under the order, PTCL is prohibited from entering into exclusive agreements or arrangements that restrict other operators’ ability to procure bandwidth or interconnection services. Both PTCL and MergedCo are barred from discriminatory pricing, preferential treatment of affiliates, or predatory pricing that may limit competitors’ access to customers.

PTA has also required the merged operator to participate in upcoming spectrum auctions to ensure adequate capacity and coverage improvements across the country.

Additionally, PTCL, TLDI, Orion Towers and MergedCo cannot introduce or modify brand names without PTA’s prior written approval, underscoring the regulator’s effort to maintain transparency and prevent anti-competitive branding strategies.

The order, signed by PTA Chairman Hafeezur Rehman, Member Finance Muhammad Naveed, and Member Compliance & Enforcement Khawar Siddique Khokhar, reinforces that all liabilities of Telenor Pakistan and its entities will transfer to PTCL following the merger.

The approval marks a major regulatory milestone in Pakistan’s telecom landscape, one expected to significantly reshape competition as PTCL Group emerges as a strengthened market player.