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Telenor called Pakistan’s review of its proposed sale to PTCL a “hold-up” in June 2025, when the transaction had been pending for more than 20 months by the company’s count. That was a snapshot of the dispute, not its final outcome: Pakistan’s Competition Commission conditionally approved the acquisition in October 2025, the Pakistan Telecommunication Authority approved it with conditions in December, and Telenor Pakistan was amalgamated into PTML in July 2026 after final statutory approval from the Islamabad High Court.
The central issue was how to weigh the investment and efficiency case for combining operators against risks to competition, wholesale access and consumers. Telenor’s comparison with faster Asian approvals is useful context, but it is a company-published comparison—not proof that the deals faced equivalent markets, reviews or remedies.
Why did Telenor say Pakistan was holding up the sale?
PTCL announced its proposed acquisition of Telenor Pakistan in December 2023. The parties submitted a pre-merger application in March 2024, after which the Competition Commission of Pakistan (CCP) undertook a Phase II review. In an August 2025 update, the CCP said that review was assessing competitive effects in both telecom and tower markets.
In June 2025, Telenor Asia said the process had lasted 21 months since the announcement and described the delay as a risk to investor confidence. The 21-month figure and the “hold-up” framing are Telenor’s, from a company statement issued while the deal remained under review. The public facts here establish that a detailed competition review took place; they do not establish a single definitive reason for the length of the review.
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Telenor argued that a combined operator would have greater capacity to fund capital-intensive network investment and help revive a challenging telecom business environment. That was the seller’s case for the deal, not evidence that the anticipated investment or consumer benefits had already occurred. The CCP’s eventual conditions reflect the other side of the policy problem: a merger can create efficiencies, but reducing the number of competitors can also weaken incentives or access unless safeguards are effective.
How long did the review take, and what happened next?
- December 2023: PTCL announced its proposed acquisition, according to Telenor’s June 2025 statement.
- March 2024: PTCL and the seller filed the pre-merger application. The CCP proceeded to a Phase II review.
- June 2025: Telenor said the review had lasted 21 months from announcement and compared Pakistan’s timeline with several Asian transactions.
- October 1, 2025: The CCP conditionally approved PTCL’s acquisition of 100% of Telenor Pakistan and Orion Towers.
- December 2025: Dawn reported that the PTA approved Telenor Pakistan, Telenor LDI Company and Orion Towers joining PTCL, subject to conditions.
- July 2026: The Associated Press of Pakistan reported that, following final statutory approval from the Islamabad High Court, Telenor Pakistan amalgamated into PTML and ceased to exist as a separate legal entity.
These milestones are different kinds of approval and completion. The CCP made the competition decision; the PTA’s separate approval carried regulatory conditions; and the July 2026 court approval enabled the reported legal amalgamation. The transaction is no longer pending.
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How did Telenor’s Asia comparison look?
Telenor’s June 2025 statement gave announcement-to-approval intervals for five Asian transactions and described Pakistan as still pending. The figures below are Telenor’s published comparison, not independently harmonized measurements: the company statement did not provide a common methodology or deal-by-deal source notes for every interval.
| Transaction | Interval reported by Telenor | Status in Telenor’s June 2025 comparison |
|---|---|---|
| Indonesia: Indosat Ooredoo Hutchison | 4 months | Approval |
| Indonesia: XL Axiata–Smartfren | 4 months | Approval |
| Thailand: True–dtac | 12 months | Approval |
| Sri Lanka: Dialog–Airtel Lanka | 14 months | Approval |
| Malaysia: CelcomDigi | 17 months | Approval |
| Pakistan: PTCL–Telenor Pakistan | Over 20 months | Pending when Telenor published the comparison |
The comparison captures the elapsed time as Telenor presented it; it does not show that regulators assessed equivalent transactions. Merger scope, market structure, review procedure, remedies and the event used to start or stop the clock can all differ. In Pakistan, the proposed acquisition included Orion Towers as well as Telenor Pakistan, while the CCP specifically assessed telecom and tower-market effects.
OECD’s 2023 regional analysis offers independent context rather than a like-for-like audit of Telenor’s table. It records that Thailand’s NBTC conditionally approved True–dtac in October 2022 and the transaction completed in March 2023; it also describes conditions on Malaysia’s Celcom-Digi merger and on the Indosat–Hutchison merger. These examples show that approvals elsewhere could also involve remedies.
The OECD report, drawing on GSMA Intelligence data for Q4 2022, placed Southeast Asian mobile-market HHI values at around 2,000 in Malaysia and above 5,000 in Brunei Darussalam. Those historical figures illustrate how concentration varies across markets; they are not a direct measure of Pakistan’s market or proof that any particular merger is harmless. OECD notes that telecom consolidation’s effects depend on market-specific characteristics, including entry costs and continuing investment needs, and can affect innovation, affordability and service quality.
What market-share figures did Telenor cite?
In its June 2025 statement, Telenor projected that the combined PTCL–Telenor mobile operator would have 36% of subscribers and an estimated 32% of revenue when completed. It also cited Jazz at 38% of mobile subscribers and an estimated 44% of revenue. These are company-published figures, not independent regulatory measurements established by the sources cited here. They describe Telenor’s case at that point in time, not verified post-merger market shares.
Telenor’s comparison also referred to a more-than-60% decline in telecom investment in less than four years, attributing that figure to Pakistan Economic Survey FY 2025. The survey’s underlying figure is not independently established here, so it should be understood as Telenor’s attributed claim rather than a separately verified statistic.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What conditions did Pakistan impose?
CCP’s competition safeguards
The CCP’s October 2025 approval was conditional. Its public summary set out governance, monitoring, access and consumer-related safeguards, including:
- Separate boards and independent management.
- An independent third-party reviewer to audit transactions and submit quarterly reports for five years.
- Limits on related-party transactions and cross-subsidization.
- Non-discriminatory infrastructure sharing and interconnection under PTA-approved Reference Interconnect Offers.
- PTA review of specified wholesale pricing.
- Service-quality, innovation and tariff obligations, alongside a requirement to substantiate that claimed efficiencies reach consumers.
- A reserved power for the CCP to direct divestiture if violations occur.
PTA conditions reported by Dawn
Dawn’s December 2025 report on the PTA order described additional regulatory requirements: PTCL and its mobile arm, PTML/Ufone, were to remain separate legal entities for specified regulatory purposes and keep separate accounts. The report also described restrictions on exclusive bandwidth arrangements, discriminatory interconnection, cross-subsidization, and predatory or exclusionary pricing. These details are attributed to Dawn’s reporting on the PTA order.
Taken together, the conditions were designed to address how the combined group might treat rivals and other network users—not simply whether the transaction could close. The existence of safeguards does not by itself show how well they will work in practice; that depends on monitoring, enforcement and the group’s conduct after integration.
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What can—and can’t—be concluded about consumers?
The approval conditions show that regulators recognized risks involving access, pricing, accounting, service and the realization of claimed efficiencies. But the available reporting does not establish post-integration prices, network quality, consumer experience, or realized investment outcomes. It would be premature to present lower prices, better coverage or improved service as results of the merger.
A fair comparison of telecom mergers needs more than a stopwatch. Readers should consider the review period and its start-and-end definitions, conditional versus unconditional approval, market shares before and after the deal, remedies and monitoring, transaction scope, and whether each figure comes from a company, a regulator or an independent policy analysis. Telenor’s Asian examples help frame its complaint, while the later Pakistan approvals and conditions show why speed alone is not a measure of regulatory quality.
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