PTCL shareholders approve acquisition of Telenor Pakistan, $400 million financing plan

Pakistan Telecommunication Company Limited (PTCL) shareholders have formally approved the acquisition of Telenor Pakistan and Orion Towers, along with a financing arrangement of up to $400 million, at the company’s ninth Extraordinary General Meeting (EOGM) held on November 20, 2025.

According to a filing submitted to the Pakistan Stock Exchange (PSX), PTCL informed the bourse that members had adopted the resolutions required for the transaction. The notice stated that shareholders had “endorsed, ratified and approved” the special business items through postal ballot, in-person voting and e-voting.

PTCL has been authorised to acquire 100% shares of both Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited from Telenor Pakistan BV under the Share Purchase Agreement dated December 14, 2023. The consent covers the transfer of 8.51 billion shares of Telenor Pakistan and 50,000 shares of Orion Towers.

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The company said, “PTCL is hereby authorized to acquire 100% shares of Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited, including shares held by nominee shareholders.”

Shareholders also approved PTCL’s plan to raise up to $400 million in financing from the International Finance Corporation (IFC), Silk Road Fund (SRF), British International Investment (BII) or other lenders, under the Common Terms Agreement dated June 27, 2024.

The meeting further ratified all earlier board decisions related to the transaction, including approvals granted in board meetings held in January 2023, August 2023, December 2023, May 2024, and February 2025. PTCL said all past “decisions taken, documents executed, things done, approvals sought, filings made” in pursuit of the transaction now stand approved and sanctioned.

Earlier, the Competition Commission of Pakistan (CCP) gave conditional approval to PTCL’s $400 million acquisition of Telenor Pakistan and Orion Towers, clearing one of the largest mergers in Pakistan’s telecom history. 

Once completed, the merger will create Pakistan’s second-largest operator, with Ufone–Telenor Pakistan nearly matching Jazz in market size and overtaking Zong. While this raises concentration risks, CCP officials said the conditional framework is designed to mitigate dominance while ensuring consumer benefits.