Robi-Airtel merger awaits BTRC nod

The telecom regulator is yet to covey its opinion on the merger of Robi and Airtel, the country’s first ever merger in the telecom sector, even though the decision for the merger was made three months ago.
On September 30, in the 189th commission meeting, BTRC discussed the merger proposal and decided to put forward its view to the posts and telecommunications division at the quickest possible time. But, the regulator— Bangladesh Telecommunication Regulatory Commission (BTRC) is yet to forward the file to the  posts and telecommunications divison for the final approval of the merger till yesterday.
BTRC Chairman, Shahjahan Mahmood, has not denied that BTRC has approved the merger but told the Independent, they are taking time to assess the dimension of the merger proposal. “Two local organisations are carrying impact study for the merger . . . We would send the issue to the ministry after reaching a decision,” he added.
Meanwhile, the telecom regulator has decided to hear the opinion of other operators.
Replying to a query regarding the mode of hearing other operators, Mahmood said: “We will seek opinion from the operators separately, as the two operators (Robi-Airtel) are also in the Association of Mobile Telecom Operators of Bangladesh (AMTOB), the platform of the operators.”
However, telecom and company law expert Barrister Ashraful Hadi has opined “there is no scope under the BT Act to seek opinion from the operators”.  
As per the Telecommunication Act 2001, he said, the telecom regulator would only ensure whether the merged company has the eligibility or qualified of getting licence.  
BTRC sources confirmed that both the operators have submitted spectrum scheme, numbering plan, human resource management plan, and resolution of the meeting of the board of directors and other documents to comply with the decision of commission meeting for the merger.
Immediately, after the official announcement, the country’s first merger of telecom sector drew huge attention, said a senior official of BTRC.
The impact assessment study is being conducted by the teachers from IBA of Dhaka University and a private university for the Robi-Airtel merger.
Hadi said different countries globally appoint separate consultant firm to run impact study in case of merger and Bangladesh should have done it too.
Meanwhile, BTRC sources confirmed that these teachers were sent letters but yet to be provided with a Terms of Reference or instruction to go ahead with the assessment. There is no clear guidance how these assessments will be funded and whether they will follow any procurement process.   
Prime Minister’s ICT Adviser recently talked about appointing firms like KPMG for impact study before the Teletalk-BTCL merger.
About the merger, Telecom Act 2001 at its clause 37 said where the licensee is a company, society or partnership, the compulsory obligation of such licensee to take prior approval of the Commission in the following cases: any change in the ownership or share capital of the company, society or partnership, which has the effect of transferring the control over the activities under the license; or merger of the company, society or partnership with any other company or enterprise: Provided that, while giving such prior approval, the Commission shall consider whether or not the person, company or enterprise, who or which will acquire control over the licensed activities due to the proposed merger or change, is eligible for obtaining a license, and whether or not the change will affect the continuity of those activities.
As the BTRC has the legal right to see whether the two companies have licence, and whether the merged company is qualified to continue as a licensee, Barrister Ashraful Hadi, also member of Dr Kamal Associates, said: “The merger would be done following Companies Act, 1994. Court  willresolve all other issues in accordance with the proposed Scheme of Amalgamation.”
Hadi, however, said it’s all right that country’s telecom sector is witnessing its first merger, but it should not be done in a way which is not supported by the law.
Repeating that law does not provide for collecting opinion from other operators, the lawyer said no operator would want to lose market share.

Robi-Airtel merger awaits BTRC nod

The telecom regulator is yet to covey its opinion on the merger of Robi and Airtel, the countrys first ever merger in the telecom sector, even though the decision for the merger was made three months ago. On September 30, in the 189th commission meeting, BTRC discussed the merger proposal and decided to put forward its view to the posts and telecommunications division at the quickest possible time. But, the regulator Bangladesh Telecommunication Regulatory Commission (BTRC) is yet to forward the file to the posts and telecommunications divison for the final approval of the merger till yesterday. BTRC Chairman, Shahjahan Mahmood, has not denied that BTRC has approved the merger but told the Independent, they are taking time to assess the dimension of the merger proposal. Two local organisations are carrying impact study for the merger . . . We would send the issue to the ministry after reaching a decision, he added. Meanwhile, the telecom regulator has decided to hear the opinion of other operators. Replying to a query regarding the mode of hearing other operators, Mahmood said: We will seek opinion from the operators separately, as the two operators (Robi-Airtel) are also in the Association of Mobile Telecom Operators of Bangladesh (AMTOB), the platform of the operators. However, telecom and company law expert Barrister Ashraful Hadi has opined there is no scope under the BT Act to seek opinion from the operators. As per the Telecommunication Act 2001, he said, the telecom regulator would only ensure whether the merged company has the eligibility or qualified of getting licence. BTRC sources confirmed that both the operators have submitted spectrum scheme, numbering plan, human resource management plan, and resolution of the meeting of the board of directors and other documents to comply with the decision of commission meeting for the merger. Immediately, after the official announcement, the countrys first merger of telecom sector drew huge attention, said a senior official of BTRC. The impact assessment study is being conducted by the teachers from IBA of Dhaka University and a private university for the Robi-Airtel merger. Hadi said different countries globally appoint separate consultant firm to run impact study in case of merger and Bangladesh should have done it too. Meanwhile, BTRC sources confirmed that these teachers were sent letters but yet to be provided with a Terms of Reference or instruction to go ahead with the assessment. There is no clear guidance how these assessments will be funded and whether they will follow any procurement process. Prime Ministers ICT Adviser recently talked about appointing firms like KPMG for impact study before the Teletalk-BTCL merger. About the merger, Telecom Act 2001 at its clause 37 said where the licensee is a company, society or partnership, the compulsory obligation of such licensee to take prior approval of the Commission in the following cases: any change in the ownership or share capital of the company, society or partnership, which has the effect of transferring the control over the activities under the license; or merger of the company, society or partnership with any other company or enterprise: Provided that, while giving such prior approval, the Commission shall consider whether or not the person, company or enterprise, who or which will acquire control over the licensed activities due to the proposed merger or change, is eligible for obtaining a license, and whether or not the change will affect the continuity of those activities. As the BTRC has the legal right to see whether the two companies have licence, and whether the merged company is qualified to continue as a licensee, Barrister Ashraful Hadi, also member of Dr Kamal Associates, said: The merger would be done following Companies Act, 1994. Court willresolve all other issues in accordance with the proposed Scheme of Amalgamation. Hadi, however, said its all right that countrys telecom sector is witnessing its first merger, but it should not be done in a way which is not supported by the law. Repeating that law does not provide for collecting opinion from other operators, the lawyer said no operator would want to lose market share.