Pakistan Telecommunication Authority has issued its determination on Mobilink-Warid Merger and said that authority is ready to give “No Objection Certificate” for the merger subject to submission
of an unconditional acceptance by Mobilink and Warid on some conditions, within 15 days of
A statement published on Mobilink’s website termed the decision as another milestone in the regulatory process.
Jeffrey Hedberg, President and CEO of Mobilink, was quoted as saying:
“We are pleased that the Pakistan Telecommunication Authority has approved the merger of Mobilink and Warid, marking a further important milestone in the regulatory process.
I am confident that the combination of the two businesses will benefit customers through a best-in-class mobile and high-speed network, and contribute to the overall development of the telecommunications sector in Pakistan as an integral part of the economy.
We look forward to bringing innovative technology solutions through world-class telecom services to our customers in the new combined entity.”
PTA’s conditions for approval of merger are as following:
- Mobilink will accept and own all liabilities of Warid Telecom with respect to all the licenses that Warid was issued by the authority
- Mobilink and Warid will not change names and brand names without 30 days’ prior written
notice to PTA.
- The Parties shall not reduce total number of interconnection circuits (E1s) allocated by
them to other operators including LL, LDI, cellular licensees, without prior approval of
PTA. Interconnect capacities or their pricing shall not be used in a manner to impede
other operators access to the customer of the Merged Entity.
- The determination is subject to clearance of all outstanding dues by the Parties
- PTA would be free to take any legal action if information provided by Mobilink and Warid to regulator for the approval application is fabricated, incomplete or false.
- The Parties shall continue to operate as separate legal entities till the amalgamation
- If the Parties intend to do on-net calls amongst each other before the amalgamation
order, they shall submit proposal for PTA’s approval.
- The Parties shall not merge their networks and shall not decommission any network
element. BTSs may be decommissioned with 30 days prior notice to PTA. PTA may
restrict decommissioning of any BTS, if so considered by PTA in alignment with
condition 201 and 202 of the CCPs decision on merger.
- PMCL and Warid will continue to submit their annual audited financial statements as
separate entities till the amalgamation order.
- The agreements between the Parties and franchises / authorized retailers / sellers shall
remain unchanged for a term of 6 months from the date of issuance of the NOC.
PTA has now asked both Mobilink and Warid to submit an unconditional acceptance on above terms to obtain the NOC to go ahead with the merger.
PTA also directed both Mobilink and Warid to make note of following things during the merger process:
- The Parties will inform all the consumers and public at large through advertisements in at least two leading daily Newspapers, i.e., one Urdu and one English, of major circulation for three consecutive days regarding the merger within seven working days of the date of amalgamation order.
- Rationalization / re-arrangement/ redeployment of BTS sites may occur as a result of merger. Merged Entity to ensure efficient deployment of microwave backhaul frequency links after the merger and return redundant and unused microwave spectrum scarce resource to FAB as coordinated and determined by FAB.
- All BTS sites of PMCL and Warid shall continue to remain operational and will not be dismantled for a minimum of 4 months’ period from the date of NOC.
- The Merged Entity shall give first right to guest user (currently sharing BTS site with PMCL / Warid) to acquire BTS sites rendered surplus. In case, the guest user refuses to acquire surplus BTS sites, the Merged Entity shall apply a judicial and transparent process / method to transfer ownership of BTS sites to other telecom licensees including tower / infrastructure licensees in order to avoid possible dismantling of BTS sites.
- Merged Entity shall ensure that record of all de-commissioned BTS sites and backhaul links is updated with FAB and PTA.
- Merged Entity shall ensure that QoS being experienced by PMCL customers for 3G does not deteriorate with the joining of Warid’s customers as a result of merger. Similarly, the QoS being experienced by Warid’s LTE customers should not deteriorate.
- The Merged Entity’s pricing/ tariff offers shall not be in any way anticompetitive,
unfair or burdensome.
Complete set of conditions can be viewed in this detailed determination that’s issued by PTA just moments ago.
Mobilink and Warid are apparently not going to take long to submit their acceptance on above conditions to obtain PTA’s the final NOC.
With CCP’s approval already granted and an NOC from PTA, both companies will file an acquisition case with SECP and that’s where 100 percent shares of Warid will be transferred to Mobilink.
Then these shares will be decomposed, where VimpelCom will retain 85% shares of the merged company while Dhabi Group will be given 15% of the merged company.
Not to mention, this transfer of shares doesn’t require any approval from SECP, instead its more like a process that is going to take a set amount of procedural time but there’s apparently not going to be any hurdle during this.
After transfer of shares, both the parties will get a nod from Islamabad High Court for a merger and that’s when the merger will officially be termed as done and complete.
After Islamabad High Court’s green signal, both companies will start working on merging the operations, network and other functions of both the companies; that will take some 6-9 months.
Till then both Mobilink and Warid will continue to work as separate brands.