The office of the National Broadcasting and Telecommunications Commission (NBTC) has proposed measures to govern the amalgamation deal of True Corporation and Total Access Communication (DTAC), including prohibiting their mobile business subsidiaries from merging within three years and banning mobile network sharing during the period.
The measures are included in documents numbering 100 pages that contain the office's conclusion of studies into the deal by four NBTC subcommittees, a summary of focus group hearings, as well as the analysis of business and market aspects.
The papers were sent to the NBTC board, which is scheduled to peruse them on Wednesday.
The NBTC board is not expected to come up with any decisions on the deal today as it is awaiting a legal interpretation by the Council of State as to whether it has the authority to consider approving or rejecting the deal.
A source at the NBTC who requested anonymity said the analysis of the merger and official proposals for governing the deal were forwarded to the board last week.
More than 10 measures were proposed to govern the deal. One of them prohibits the two firms' mobile subsidiaries from merging within three years after the deal is completed.
True has True Move H Universal Communication (TUC) as its mobile business arm while DTAC has dtac TriNet (DTN) as its mobile service unit.
Another provision is TUC and DTN must not pursue spectrum sharing during the three-year period.
A third proposal is the merged firm must reserve 20% of its network capacity for mobile virtual network operators (MVNOs) to rent to provide services.
Another key point is the two parties must have equal management of the new firm's board, in line with their announcement of an equal partnership for the new merged firm.
The source said these rules are seen as very basic requirements and the merger deal is likely to sail through with ease.
True and DTAC have not yet spelled out their plan to merge their subsidiaries, and such a move is unlikely to happen in the next few years after the deal is completed, said the source.
Time is needed to find ways to consolidate the two companies into a sole organisation, given the differences in culture, structure and management patterns, the source said.
The two firms have never commented on the consolidation of TUC and DTN.
"They may need at least 2-3 years to make such a move after the deal is done," the source said.
The source questioned how to prohibit the two companies from sharing a mobile network, as this is a normal business activity if they have a network roaming agreement.
The source said the requirement for the new merged firm to set aside 20% of its network capacity for MVNOs to rent is also impractical because the new company could easily add unfavourable conditions for rental to block MVNOs from entering the market.
"MVNOs normally rent network capacity from state enterprises, such as TOT and CAT Telecom, not from major operators," the source said.
The source also cast doubt on the requirement for the two firms to hold equal power on the board, saying this is an internal issue for both parties.
"The NBTC should not intervene or predict the new firm's organisational structure, which is hard to control, even if the deal is seen as an exit of DTAC's parent Telenor from the Thai market," said the source.
