On 31 December 2025, Pakistan’s telecom industry changed permanently. Pakistan Telecommunication Company Limited (PTCL) formally completed its acquisition of 100% of the issued share capital of Telenor Pakistan and Orion Towers — closing one of the largest corporate transactions in Pakistan’s history and creating the country’s second-biggest mobile operator overnight.
The deal, first announced on 14 December 2023, took exactly two years to complete due to a lengthy and sometimes contentious regulatory process. The final price settled at NOK 5.4 billion — approximately $537 million — slightly above the originally announced valuation due to exchange rate movements. Telenor Group also received an additional NOK 900 million ($89.5 million) in cash flows from Telenor Pakistan during the two-year period between announcement and closing.
For Pakistan’s 220 million mobile subscribers, this is not just a boardroom story. It directly affects service quality, pricing, competition, and the country’s readiness for 5G.
How the Deal Came Together — and Why It Took So Long
Telenor Group first signalled its intention to exit Pakistan in November 2022, citing structural challenges that made long-term standalone investment difficult. As Telenor Asia head Jon Omund Revhaug explained, Pakistan had some of the lowest average revenue per user (ARPU) rates in the world, combined with high spectrum costs, low service profitability, and a regulatory environment that did not support in-market consolidation.
PTCL — majority owned by UAE-headquartered technology group e& (formerly Etisalat) — emerged as the buyer, and the acquisition was formally agreed in December 2023. However, the path to completion was far from smooth.
The Competition Commission of Pakistan (CCP) raised serious concerns during its review, accusing PTCL of failing to provide required documentation in a timely fashion and of abusing its dominant position in the fixed-line market. The CCP’s approval, when it finally came on 1 October 2025, was accompanied by extensive conditions designed to preserve competition — including requirements that PTCL and the merged entity maintain separate boards and management teams, adhere to independent audits, and provide fair non-discriminatory access to infrastructure for all operators.
The Pakistan Telecommunication Authority (PTA) followed with a conditional approval on 30 November 2025, issuing its final No Objection Certificate (NOC) in December after PTCL unconditionally accepted all stipulated conditions. PTCL completed the acquisition and share transfer on 31 December 2025, notifying the Pakistan Stock Exchange (PSX) the same day.
What Has Actually Changed: The New Structure
As of 31 December 2025, Telenor Pakistan and Orion Towers operate as 100% owned subsidiaries of PTCL, alongside Pak Telecom Mobile Limited (PTML) — commonly known as Ufone 4G — and U Microfinance Bank.
Critically, Telenor Pakistan will continue to operate as a separate legal entity during the transition period. The eventual plan is to merge PTML (Ufone) and Telenor Pakistan into a single combined entity — referred to as MergeCo — but this will only happen after receiving additional regulatory approvals. The timeline for that final integration has not been officially confirmed.
PTCL President and CEO Hatem Bamatraf described the completion as “a proud moment for PTCL and a significant milestone for Pakistan’s telecom sector,” emphasising that the focus going forward is on delivering customer-centric, seamless, high-quality services.
The Numbers: Pakistan’s Telecom Market Is Now Reshaped
The scale of what has been created deserves careful attention.
Telenor Pakistan brought 43 million subscribers to PTCL, of which approximately 29 million are 4G/LTE users as of February 2026. Combined with Ufone’s existing base of just over 27 million subscribers, the merged entity controls approximately 70 million mobile subscribers — making it Pakistan’s second-largest operator.
The new competitive landscape looks like this:
| Operator | Subscribers | Ownership |
|---|---|---|
| Jazz | ~74 million | VEON (Netherlands) |
| PTCL/Telenor/Ufone | ~70 million | e& / UAE |
| Zong | ~52 million | China Mobile |
Pakistan has effectively gone from four major mobile operators to three. The Competition Commission was explicit that reducing the number of players from four to three was a concern, but concluded that with sufficient regulatory safeguards, consumer interests could be protected.
Telenor Pakistan’s network is substantial: it covers more than 80% of Pakistan’s population across urban and rural areas, with over 12,000 cell sites, of which 80% are 3G-enabled and 70% are 4G-enabled. It also operates Easypaisa — Pakistan’s first and largest mobile money service, currently serving over 18 million customers with more than 75,000 agents across the country.
What This Means for Pakistani Consumers
For everyday users of Telenor or Ufone services, the most important question is: will anything change immediately? The short answer is no — at least not right away.
Both networks will continue operating under their existing brands and service structures during the transition period. Telenor SIM cards, packages, and Easypaisa accounts remain fully functional. Ufone customers are similarly unaffected for now.
However, over the medium term, the merger creates both opportunities and risks for consumers.
On the positive side, the combined entity will have significantly greater resources to invest in network infrastructure. With access to Telenor’s 12,000+ cell sites and Ufone’s existing network, the merged company can reduce duplication, improve coverage in currently underserved areas, and invest in next-generation technology. PTCL has already signalled its intention to participate in the upcoming 5G spectrum auction — a step that could begin Pakistan’s transition to 5G mobile services.
The merger also creates the financial scale needed for serious investment. PTCL secured $400 million in debt financing specifically for this acquisition, reflecting lender confidence in the combined entity’s commercial prospects.
On the risk side, the reduction from four to three operators means less competitive pressure on pricing. The CCP addressed this directly in its approval conditions, requiring that any efficiency gains from the merger be passed on to consumers and that non-discriminatory access to PTCL’s infrastructure be maintained for competitor operators. Regulators have committed to ongoing monitoring, but consumers and civil society groups will need to remain watchful.
Easypaisa: Pakistan’s Fintech Giant Enters a New Chapter
One aspect of this deal that deserves separate attention is Easypaisa. Originally launched by Telenor Microfinance Bank in 2009, Easypaisa is not merely a mobile money service — it is a foundational piece of Pakistan’s financial inclusion infrastructure. It was the first branchless banking service in Pakistan and has been cited internationally as a model for mobile financial services in developing markets.
With 18 million customers and 75,000 agents, Easypaisa processes a significant share of Pakistan’s domestic money transfers, utility bill payments, and digital transactions. Under PTCL’s ownership, backed by e&’s broader fintech ambitions across the Middle East and Asia, Easypaisa has the potential to grow significantly — or to be integrated into a wider regional digital financial services platform.
For millions of Pakistanis who rely on Easypaisa for daily transactions, particularly in rural areas, continuity of service is paramount. PTCL has given assurances of uninterrupted service, and Easypaisa currently continues to operate normally.
The Road to 5G: Pakistan’s Next Big Telecom Moment
One of the most significant implications of this merger is what it means for Pakistan’s 5G future. PTCL has explicitly stated its intention to participate in the upcoming 5G spectrum auction being organised by the PTA. The merged entity — with its substantially larger subscriber base, combined infrastructure, and financial backing from e& — is far better positioned to bid for and deploy 5G spectrum than either PTCL or Telenor Pakistan could have been independently.
Pakistan’s 5G rollout has lagged significantly behind regional neighbours. India launched commercial 5G in 2022 and now has one of the world’s fastest-growing 5G subscriber bases. Bangladesh began its 5G rollout in 2021. Pakistan has conducted 5G trials — Telenor Pakistan achieved speeds exceeding 1.5 Gbit/s in trials back in 2020 — but no commercial deployment has yet occurred.
The PTCL-Telenor merger removes one of the key structural barriers to Pakistani 5G: the fragmentation of the industry into too many undercapitalised operators. With three larger, more financially stable entities now competing, the commercial case for 5G investment becomes considerably stronger.
What Telenor’s Exit Means for Foreign Investment in Pakistan
Telenor’s departure from Pakistan after 20 years of operation is a reminder of the structural challenges facing foreign investors in Pakistan’s economy. The Norwegian company invested more than $2 billion in Pakistan over two decades — introducing 4G to underserved regions, launching Easypaisa, and connecting millions of Pakistanis to digital services for the first time. Yet ultimately, the combination of low ARPU, high spectrum costs, heavy taxation, and a difficult regulatory environment made continued standalone investment commercially unsustainable.
The fact that the acquirer is e&-backed PTCL — a Gulf-based entity rather than a Western one — also reflects a broader shift in the pattern of foreign investment in Pakistan. Gulf capital, particularly from the UAE, Saudi Arabia, and Qatar, is increasingly the dominant source of foreign investment into Pakistan’s economy.
For Pakistan’s government and regulators, the Telenor exit should prompt serious reflection on whether the current structure of the telecom market — including its tax and spectrum cost regime — is genuinely conducive to attracting and retaining the quality of foreign investment the country needs.
Conclusion
The PTCL-Telenor deal is the most significant restructuring of Pakistan’s telecom industry since PTCL’s own partial privatisation two decades ago. It creates a stronger, better-resourced entity capable of investing seriously in Pakistan’s digital infrastructure — including, potentially, 5G. It brings Easypaisa under the umbrella of a globally connected financial services ecosystem. And it signals that Pakistan’s telecom market, despite its challenges, remains attractive enough for major capital commitment.
For consumers, the immediate practical impact is minimal — services continue as before. The real test will come over the next two to three years, as PTCL integrates its networks, participates in the 5G auction, and demonstrates whether the scale created by this merger translates into better services and genuine digital inclusion for Pakistan’s 220 million mobile users.
Frequently Asked Questions
When did PTCL complete the acquisition of Telenor Pakistan?
PTCL formally completed the acquisition of 100% of Telenor Pakistan and Orion Towers on 31 December 2025, notifying the Pakistan Stock Exchange the same day.
How much did PTCL pay for Telenor Pakistan?
The deal closed at NOK 5.4 billion — approximately $537 million — slightly above the originally agreed valuation of NOK 5.3 billion due to exchange rate movements. Telenor Group also received an additional $89.5 million in cash flows from Telenor Pakistan during the two years between announcement and closing.
Will Telenor Pakistan’s brand and services change immediately?
No. During the transition period, Telenor Pakistan continues to operate as a separate legal entity under its own brand. Telenor SIM cards, packages, and Easypaisa accounts remain fully functional. The eventual merger of Ufone and Telenor Pakistan into a single “MergeCo” entity will only happen after receiving further regulatory approvals.
How many subscribers does the combined PTCL-Telenor entity have?
Approximately 70 million, making it Pakistan’s second-largest mobile operator behind Jazz (approximately 74 million) and ahead of Zong (approximately 52 million).
What are the conditions attached to the merger approval?
The Competition Commission of Pakistan imposed extensive conditions including requirements that PTCL maintain separate boards and management for the merged entities, pass efficiency gains on to consumers, provide non-discriminatory infrastructure access to competitors, and submit to ongoing independent audits.
What happens to Easypaisa?
Easypaisa continues to operate normally. It remains Pakistan’s largest mobile money service with 18 million customers and 75,000 agents. Under PTCL/e& ownership, it has the potential to grow significantly as part of a broader regional digital financial services strategy.
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