The High Court yesterday gave the green light to the much-awaited merger between Robi and Airtel, paving the way for the formation of the country's second largest mobile operator.

The proposed merger is expected to be complete by the fourth quarter this year, Robi said in a statement.

Bangladesh Telecommunication Regulatory Commission's lawyer Khandaker Reza-E-Raquib said Robi will receive a certified copy of the order one week after the Eid holidays and it will have to apply to the Registrar of Joint Stock Companies and Firms within a month.

"In the meantime, Robi can carry out all its official work with the certified copy of the court order," said Raquib.

In the merged entity, Axiata, the parent company of Robi, will hold a 68.7 percent controlling stake. Bharti Airtel will hold 25 percent with the company and Axiata's old partner NTT Docomo of Japan will hold 6.3 percent.

Currently, Malaysia-based Axiata has a 91.59 percent stake in Robi and NTT Docomo 8.41 percent.

The merged entity will operate under the brand name of Robi.

"The completion of the proposed merger is subject to the fulfilment of specific conditions mandated by the High Court and completion of conditions as defined in the merger agreement," said Matiul Islam Nowshad, chief corporate and people officer of Robi.

"We believe the merger approval is certainly the right step towards ensuring a robust competitive landscape in the telecom sector of the country."

The approval strengthens their ability to contribute to the process of realising the government's vision of a Digital Bangladesh at a much greater scale, Nowshad added.

"As a customer-centric company, we are excited by the prospect of serving a larger subscriber base with a vastly enhanced network capacity."

The merged entity will have to pay Tk 100 crore as merger fees, said BTRC lawyer Raquib.

Apart from the merger fees, the merged entity will pay Tk 33.8 crore for each megahertz of Airtel's 2G spectrum to be used by Robi for the next four years.

Airtel has 15 megahertz and if the merged entity wants to use the entire spectrum, it will have to pay Tk 507 crore to BTRC.

No charge will be applicable for Airtel's 5 megahertz spectrum for the use in the merged entity.

After the completion of the merger, its spectrum will be 39.8 megahertz -- the highest among all operators.

Market leader Grameenphone now has 32 megahertz of spectrum in three different bands. Robi also sought an option to pay the spectrum charges and merger fees in instalments; the court forwarded the issue to BTRC for a decision, said Raquib.

The court also directed the concerned authorities to ensure a voluntary retirement scheme for employees who are not willing to work for Robi.

Robi and Airtel opened talks on a possible merger at the end of August 2015, and on January 28, the operators' parent companies signed a deal to that effect.

In July 31, Prime Minister Sheikh Hasina approved the merger proposal and then it was placed before the court.

If merged, the entity will be the second largest operator in Bangladesh after Grameenphone in terms of subscribers.

As of July, the number of Grameenphone's active SIMs was 5.63 crore. Jointly, Robi and Airtel had 3.62 crore active connections, while Banglalink had 3.14 crore, according to BTRC. At the end of July, Grameenphone's market share was 43.66 percent, Robi and Airtel jointly had 28.05 percent, and Banglalink 24.32 percent. The country's total active connection was 12.89 crore.

Airtel's '016' prefix will go within a year of the merger; existing Airtel subscribers will be given Robi's current prefix of '018'.

In fiscal 2013-14, Robi's gross revenue was Tk 4,672 crore and it was Tk 1,713 crore for Airtel, according to the telecom regulator's annual report. Robi has been logging profits for three consecutive years now.

Airtel entered Bangladesh in 2010 by acquiring a 70 percent stake in Warid Telecom. Later in 2013, it picked up the remaining 30 percent. Its licence expires in 2018. Robi started operations in 1997 under the brand name of Aktel. The operator renewed its licence in 2011 after completing its first 15-year tenure.