RIAA Advises PTCL on Landmark Telenor Acquisition

RIAA Barker Gillette has been engaged by Pakistan Telecommunication Company Limited (PTCL) to act as local counsel on the closing formalities for PTCL’s landmark USD 400 million acquisition of Telenor Pakistan and Orion Towers (Private) Limited. This engagement positions the firm at the center of Pakistan’s most significant telecom sector consolidation in over a decade.

On 20 November 2025, PTCL shareholders formally approved both the PTCL Telenor acquisition and the associated financing plan at the company’s Extraordinary General Meeting. The approval represents a critical milestone in a transaction that will fundamentally reshape Pakistan’s mobile telecommunications landscape ahead of the country’s first major 5G spectrum auction.

The transaction originated in December 2023 when PTCL entered into a Share Purchase Agreement with Telenor BV to acquire 100% of the shares in Telenor Pakistan and Orion Towers for PKR 108 billion on a cash-free, debt-free basis. The acquisition secured financing through an IFC-led consortium that includes the Silk Road Fund and British International Investment, providing up to USD 400 million under a seven-year facility.

Following an 18-month comprehensive review, the Competition Commission of Pakistan (CCP) granted conditional Phase-II approval for the PTCL Telenor acquisition on October 1, 2025. The CCP’s approval came with extensive conditions designed to preserve competition, including requirements for separate management structures, non-discriminatory infrastructure access and independent third-party monitoring for five years. The thoroughness of the CCP’s review underscores the transaction’s strategic importance and potential market impact.

The transaction now awaits final approval from the Pakistan Telecommunication Authority (PTA). Following PTA approval, PTCL will seek additional clearances from the State Bank of Pakistan and the Securities and Exchange Commission of Pakistan to complete the transaction.

Upon closing, the merger will combine Telenor Pakistan’s 43 million subscribers with PTCL’s mobile subsidiary Ufone 4G, creating Pakistan’s second-largest mobile operator with approximately 35% market share.

Bilal Shaukat, Managing Partner at RIAA Barker Gillette, commented: “This transformative transaction demonstrates our capability to support Pakistan’s most complex and strategically important telecoms deals. We are proud to continue advising on landmark transactions that reshape the country’s digital infrastructure landscape and position our clients for the next phase of technological advancement.”

Our team, led by Bilal Shaukat (Managing Partner – Pakistan) and Ahsan Amir, is providing comprehensive support on all local closing, compliance, and regulatory aspects of this historic transaction. The engagement requires sophisticated coordination across multiple regulatory bodies and exemplifies the complex nature of telecom consolidations in Pakistan’s evolving market.

For further information on telecom transactions and regulatory matters, please contact Bilal Shaukat today.

This article is not legal advice; it provides information of general interest about current legal issues.

…

RIAA Barker Gillette is Pakistan’s premier law firm, with an on-the-ground presence in three major cities in Pakistan: Karachi, Islamabad and Lahore, and affiliated offices in Dubai (DIFC) and London. 

The firm practices in all areas of corporate, commercial and dispute resolution law. Leading international legal directories consistently recognise the firm as a top-tier law firm in Pakistan.

RIAA Barker Gillette is the exclusive member firm in Pakistan for Lex Mundi, the world’s leading network of independent law firms with in-depth experience in over 125 countries worldwide.