IHC Approves PTCL-Telenor Telecom Merger

The Islamabad High Court (IHC) has approved the proposed Scheme of Amalgamation and Arrangement for the merger of Telenor Pakistan (Private) Limited into Pak Telecom Mobile Limited (PTML), completing the final legal requirement for one of the largest corporate mergers in Pakistan’s telecommunications sector.

According to a disclosure submitted by Pakistan Telecommunication Company Limited (PTCL) to the Pakistan Stock Exchange (PSX), the approval was granted through an order dated June 30, 2026. Both Telenor Pakistan (Private) Limited and Pak Telecom Mobile Limited are wholly owned subsidiaries of PTCL.

As reported, Justice Khadim Hussain Soomro of the Islamabad High Court sanctioned the Scheme of Amalgamation under Sections 279 to 283 and Section 285(8) of the Companies Act, 2017.

The Court held that the proposed merger satisfied all applicable statutory requirements, was fair and equitable to shareholders and creditors, and did not operate against the public interest.

According to PTCL’s stock exchange filing, the approved scheme provides for the transfer, merger, and vesting of the entire undertaking of Telenor Pakistan into Pak Telecom Mobile Limited as a going concern.

The transferred undertaking comprises all assets, liabilities, rights, obligations, contracts, and operational interests of Telenor Pakistan as defined under the approved Scheme of Amalgamation.

The scheme further provides for the cancellation of PTCL’s entire shareholding in Telenor Pakistan upon completion of the merger.

Following the implementation of the amalgamation, Telenor Pakistan will stand dissolved without undergoing a formal winding-up process, and its corporate name will be removed from the records maintained by the Registrar of Companies.

Media reports indicate that, following the operational integration, the merged telecom entity is expected to phase out both the Ufone and Telenor brands and adopt the e& corporate identity in line with the global branding strategy of its UAE-based parent group.

The High Court’s approval follows the issuance of the final No Objection Certificate (NOC) by the Pakistan Telecommunication Authority (PTA), which authorised the operational integration of the two mobile network operators.

The amalgamation is the culmination of Pakistan Telecommunication Company Limited’s acquisition of 100% shareholding in Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited.

PTCL had entered into a Share Purchase Agreement with Norway’s Telenor Group in December 2023 for the acquisition of both entities in a transaction valued at approximately US$400 million.

In an earlier disclosure to the Pakistan Stock Exchange, PTCL confirmed that the acquisition was completed on December 31, 2025, with the entire shareholding of Telenor Pakistan and Orion Towers formally transferred in PTCL’s name.

The transaction effectively combines PTCL’s mobile subsidiary, Ufone, with Telenor Pakistan, creating Pakistan’s second-largest mobile network operator by subscriber base.

PTCL has previously stated that the acquisition is expected to improve customer experience, strengthen network infrastructure, enhance service quality and coverage, generate operational efficiencies, and increase competitiveness within Pakistan’s telecommunications market.

The merger also takes place against the backdrop of continuing challenges facing the telecom sector, including compressed profit margins, high spectrum acquisition costs, and significant capital investment requirements.

Previously, the Competition Commission of Pakistan (CCP) approved PTCL’s acquisition of Telenor Pakistan and Orion Towers in October 2025, subject to conditions designed to preserve market competition, ensure non-discriminatory access, and pass merger efficiencies on to consumers.

At the time, CCP Chairman Dr. Kabir Ahmed Sidhu stated that the Commission had conducted a comprehensive assessment of market concentration, competitive effects, operational efficiencies, and potential anti-competitive risks before granting regulatory approval.

The Commission further noted that the decision was intended to maintain a competitive telecommunications market, safeguard consumer interests, improve service quality, encourage product innovation, and support the future deployment of advanced technologies, including 5G services.

The CCP also confirmed that it had considered international regulatory precedents from the United States, the United Kingdom, and the European Union involving comparable telecommunications mergers before approving the transaction.