One Tower Company for Two Markets: What the Zain and Ooredoo Filing Means for Kuwaiti Merger Control

On 30 August 2026 the Competition Protection Agency published a request by Mobile Telecommunications Company K.S.C.P. (Zain) and Ooredoo Q.P.S.C. of Qatar for approval of an economic concentration: joint control of MENA Infra B.V., a Dutch company that would own the two groups' telecom towers in Kuwait and Qatar through its operating companies (Kuwait Al-Youm Issue 1806, page 269). Ooredoo would take 50 percent of MENA Infra, matching the half held by Zain Infra for Modern Telecommunications Services W.L.L., a Zain subsidiary.

Why this matters: Tower deals look technical, but they decide who controls the physical layer every mobile network stands on. For deal teams in any sector, this filing is also the clearest recent illustration of a rule that is still often missed: in Kuwait, creating a jointly controlled company is itself a merger that needs clearance, even if no customers, brands or retail contracts change hands.

The deal behind the notice

In December 2023, Zain and Ooredoo announced a plan to combine around 30,000 towers across six markets into a single infrastructure company, valued at the time at about USD 2.2 billion. The structure described in the Kuwaiti notice, a Netherlands holding company owned half and half and holding each group's towers in Kuwait and Qatar through local operating companies, is the building block of that regional consolidation for these two markets. Transactions of this kind are usually notified in each affected country in parallel; the gazette notice is the Kuwaiti window on that wider process.

Why a tower venture needs merger clearance

Law No. 72 of 2020 on the Protection of Competition treats a change of control as an economic concentration, and control includes joint control. Moving towers into a company that two groups steer together therefore creates a concentration in two directions at once: each group gives up sole control of its own assets, and both acquire joint control of the combined pool. Clearance must be in hand before the transaction is completed. Article 83 of the Executive Regulations (Decision No. 14 of 2021, as amended) adds a publicity step: the Agency announces the application so that the market can respond. In plain terms, if two businesses will share the steering wheel of one company, the Agency wants to look at the deal first.

What the Agency will look at

The review will centre on the market for passive infrastructure: space on towers and rooftop sites that operators lease to hang their antennas. After completion, towers serving two of Kuwait's three mobile networks would sit in one jointly controlled landlord. The questions that flow from that are familiar from tower reviews elsewhere: will other operators and future entrants get access to the sites on fair terms, how will lease pricing be set, and will any sites be reserved exclusively for the parents? Against those concerns sits a genuine efficiency case. Shared towers cut duplicated steel and power, free capital for network upgrades and speed up coverage densification. The Agency's task is to weigh the two sides, and its published practice this year shows a regulator processing filings actively rather than waving them through.

The fifteen-day window and what happens next

Any interested party may file a reasoned objection within fifteen days of the 30 August publication, using the form on the Agency's website, paying the prescribed fee and delivering the papers to the Agency's offices on the 14th floor of Al Hamra Tower. An objection does not block the deal by itself; it feeds the Agency's substantive review, which ends in clearance, clearance subject to commitments, or refusal within the periods set by the Executive Regulations. Site owners, contractors and rival operators with concrete concerns should treat the window as short and evidence-driven: specific examples of foreclosure risk carry far more weight than general unease.

Lessons for infrastructure carve-outs

The same analysis applies well beyond telecoms. Data centres, fibre networks, logistics fleets, shared ATM estates and any other asset pool moved into a jointly controlled vehicle can amount to an economic concentration in Kuwait. Three practical habits keep such projects on schedule. First, test the joint-control question at term-sheet stage, because a 50/50 deadlock structure, veto rights over budgets or business plans, or shared appointment of management will usually mean a filing. Second, make clearance a condition precedent in the transaction documents and build the review period into the closing timetable. Third, prepare the market story early: shares of the carved-out activity, customers affected and the access arrangements third parties will enjoy after closing.

WEFAQ advises parties structuring shared-infrastructure ventures touching Kuwait to map their filing obligations before signing, and advises third parties affected by this transaction that the objection period runs for fifteen days from 30 August 2026.

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Source: Competition Protection Agency notice, Kuwait Al-Youm Issue 1806, page 269, dated 30 August 2026; Law No. 72 of 2020 and Decision No. 14 of 2021, as amended; Zain Group and Ooredoo Group joint announcement, December 2023.

This article is provided for general information only and does not constitute legal advice. For advice specific to your circumstances, please contact WEFAQ Law Firm.