PTCL to acquire 100% of Telenor Pakistan

In a major consolidation of the telecom sector, Pakistan Telecommunication Company Limited (PTCL) has entered into a Share Purchase Agreement (SPA) with the shareholders of Telenor Pakistan (Private) Limited (TPL) for the acquisition of 100% shares for Rs108 billion ($385 million).

PTCL shared the development in its notice to the Pakistan Stock Exchange on Thursday, putting to rest reports around Telenor Pakistan’s future in the country that had been the subject of much debate over the past year.

Telenor pushes ahead with plan to sell Pakistan operations: report

“Further to our letter dated August 29, 2023, whereby the Board of Directors (BoD) of PTCL had authorized the company to offer a binding offer to the target company.

“In view of the above, this is to notify your good office(s) that consequent to the approval of the BoD of the company, it has entered into a Share Purchase Agreement (SPA) with the shareholders of TPL for the acquisition of 100% shares of TPL, based on an Enterprise Value of Rs108 billion on a cash free, debt-free basis,” read the notice.

The transaction will also improve the capabilities of the combined entities and result in improved coverage and quality of services to customers and enable wider access to communication solutions for businesses while supporting economic growth of Pakistan: PTCL

It shared that the transaction will be financed by external debt that will be raised by the company.

PTC’s share price already hit the upper limit on Thursday, with over 1.76 million shares changing hands. It was priced at Rs13.01 at the time of this report.

Pakistan business: Telenor CEO eyes strategic solution by year-end

Telenor Pakistan is a mobile operator serving nearly 45 million subscribers with reported revenue of Rs112 billion based on last twelve months (LTM) September 2023 financial reporting.

PTCL’s major assets include Ufone, a mobile operator in Pakistan with over 20 million customers. Etisalat, with a significant minority stake, runs it under an agreement with the government of Pakistan, which has the majority stake.

“The transaction provides an opportunity for in-market consolidation in the telecom market which will predominantly lead to an improved long-term outlook of the telecom sector,” PTCL said in a statement.

“The transaction will also improve the capabilities of the combined entities and result in improved coverage and quality of services to customers and enable wider access to communication solutions for businesses while supporting economic growth of Pakistan,” read the notice.

The telecom giant added that the transaction will further strengthen the position of PTCL Group as a leading operator in mobile, fixed and micro-financing serving more than 70 million customers, upon completion of the transaction.

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“We expect that the combined infrastructure assets of both entities shall unlock value in synergies. PTCL efforts to build a prosperous and digitally connected nation and position PTCL as the national champion to support Pakistan’s digital transformation,” read the notice.

Telenor’s statement

Telenor Group, in a separate statement, said the transaction values Telenor Pakistan at NOK 5.3 billion on a cash-and-debt-free basis.

“This includes repayment of intercompany loans of NOK 3.5 billion and reduced interest-bearing liabilities of NOK 1.8 billion, including leases,” it said.

Sigve Brekke, CEO, Telenor Group, commented: “Our decision to pursue the sale of our Pakistan operations follows 18 successful years of operations in the country, which started as a greenfield rollout.

“By selling to the country’s largest integrated ICT company, we believe this consolidation move would help strengthen Pakistan’s telecoms sector, creating opportunities in new areas of growth to the benefit of consumers in Pakistan.”

Petter-Børre Furberg, Head of Telenor Asia, added: “We systematically considered all alternatives during the strategic review process and believe that, following a sale, the market will be better served by a strong local champion.”

“We thank and acknowledge the commitment of the Telenor Pakistan team and partners, who will continue to serve customers well in the transition. Looking ahead, Telenor Asia will remain an active owner for the three market-leading businesses which make-up our Asian portfolio.”

The Norwegian company said Telenor Pakistan will continue its business as usual and focus on delivering services to its 45 million customers.

“The agreement is subject to regulatory approvals and other customary terms and conditions. The transaction is expected to be completed during 2024,” it added.

Earlier in August, PTCL informed the bourse that its BoD had authorised the company to explore potential investment opportunity(ies) in the telecom sector in Pakistan.