Summary

Telstra Corporation Limited (Telstra) and TPG Telecom Limited (TPG), together the Applicants, entered into three interrelated agreements to facilitate mobile infrastructure and spectrum sharing in certain regional and urban fringe areas of Australia under a Multi-Operator Core Network (MOCN NaaS) commercial arrangement – comprising a MOCN Service Agreement, a Spectrum Authorisation Agreement, and a Mobile Site Transition Agreement (the Proposed Transaction).

Broadly, the Proposed Transaction involves TPG authorising Telstra to use spectrum which it currently owns, and Telstra providing TPG with network services by way of active mobile network infrastructure sharing in certain regional and urban fringe areas (the Regional Coverage Zone), which comprise approximately 17% of the Australian population coverage. TPG will use the MOCN services supplied by Telstra to offer 4G and 5G retail and wholesale services in the Regional Coverage Zone. TPG will also transfer up to 169 of its existing mobile sites in the Regional Coverage Zone to Telstra, and intends to decommission the remainder. The initial term of the MOCN Service Agreement is 10 years and TPG has two options to extend the agreement by 5 years.

Under the Proposed Transaction, TPG and Telstra would continue to operate their own networks in metropolitan areas where around 81.4% of Australia’s population resides. TPG and Telstra would also continue to operate their own mobile core networks (both in and outside the Regional Coverage Zone).

On 23 May 2022, the Applicants applied for merger authorisation for Telstra’s use of spectrum held by TPG (pursuant to the Spectrum Authorisation Agreement), which is deemed by section 68A of the Radiocommunications Act 1992 (Cth) to be an acquisition for the purposes of section 50 of the Competition and Consumer Act 2010 (Cth) (the Act).

The Applicants sought authorisation for the use of the spectrum as set out in the Spectrum Authorisation Agreement. However, they submitted that the Spectrum Authorisation Agreement, MOCN Service Agreement and Mobile Site Transition Agreement are commercially and legally interdependent, and provided information in the application to enable the effects of the three agreements to be considered as a whole. A full copy of the application for merger authorisation is available below.

On 30 September 2022, the ACCC released a Statement of Preliminary Views, available below under ‘Consultations’ below. This document summarised issues raised during the initial consultation process and outlined the ACCC’s preliminary views about the Proposed Transaction and issues about which it sought further information. 

On 1 November 2022, to address issues raised in the ACCC’s Statement of Preliminary Views, the Applicants provided two draft, court enforceable undertakings pursuant to section 87B of the Competition and Consumer Act 2010 - the draft Joint Undertaking offered by Telstra and TPG and the draft Site Undertaking offered by TPG. Copies of the draft undertakings and submissions received in response to the draft undertakings are available below under ‘Submissions’.

The ACCC had 90 days from the date that the application was lodged to make its decision. Telstra and TPG extended the timeframe for the ACCC to make its Determination to 17 October 2022 and subsequently to 2 December 2022.  The Applicants then agreed to a further extension to 22 December 2022 to allow time for the ACCC to consider any submissions on the draft undertakings.

On 21 December 2022, the ACCC decided not to grant authorisation to Telstra and TPG for the Proposed Transaction. A copy of the ACCC's Reasons for determination is available under ‘Decisions’ below.

On 23 December 2022, each of Telstra and TPG notified the ACCC that they have sought review of the ACCC’s decision in the Australian Competition Tribunal (Tribunal). On 21 June 2023 the Tribunal affirmed the ACCC’s determination dismissing the application for merger authorisation lodged by Telstra and TPG.  A copy of the Tribunal’s Reasons for Determination are available on the Tribunal’s website: https://www.competitiontribunal.gov.au/decisions.

Applicant(s)

  • Name

    Telstra Corporation Limited

    ABN

    33051775556
  • Name

    TPG Telecom Limited

    ABN

    76 096 304 620

Target(s)

  • Telstra Corporation Limited’s use of spectrum held by TPG Telecom Limited

Authorisation number(s)

  • MA1000021-1

Decisions

Submissions

Document title Date
TPG response to Optus’ submission re draft undertakings and supplementary report
Optus submission replying to Applicants' response to Optus (post-SOPV)
Third AlixPartners report for Optus
Applicants’ submission re MOCN arrangements
Commpete submission on Applicants’ draft s87B undertakings
Pivotel submission on Applicants’ draft s87B undertakings
Applicants’ submission in response to Optus submission on SOPV – Annexure D (third expert report of Dr Jorge Padilla)
Optus submission on Applicants’ draft s87B undertakings
Supplementary AlixPartners report for Optus
Applicants’ submission in response to Optus submission on SOPV – Annexure C (further report from Aetha)
Applicants’ submission in response to Optus submission on SOPV – Annexure B (further reply from Mr Richard Feasey)
Applicants’ submission in response to Optus submission on SOPV – Annexure A (response to specific issues)
Applicants’ submission in response to Optus submission on SOPV, dated 11 November 2022
Applicants’ submission in response to SOPV – Annexure C (supplementary statement of Nicolaos Katinakis)
Ben Parker
Applicants’ submission in response to SOPV – Annexure I (statement of Kieren Cooney)
Applicants’ submission in response to SOPV – exhibits to Annexure H
Applicants’ submission in response to SOPV –Annexure H (statement of Giovanni Chiarelli)
Applicants’ submission in response to SOPV – Annexure G (statement of Yago Lopez)
Applicants’ submission in response to SOPV- Annexure F (TPG Counterfactual Submission)
Applicants’ submission in response to SOPV – Annexure D (statement of Bart-Jan Sweers)
Applicants’ letter re other agreements and draft undertakings
Applicants’ submission in response to SOPV – Annexure E (expert report of Dr Jorge Padilla)
Applicants’ submission in response to SOPV
Applicants’ – draft s87B undertakings in response to SOPV
Applicants’ submission in response to SOPV – Annexure A (statement of Michael Strople)
Applicants’ submission in response to SOPV – Annexure B (statement of Bruce Rodin)
Optus submission in response to ACCC SOPV
AlixPartners report for Optus
BAI Communications
HoustonKemp Supplementary Report for Optus
Analysys Mason Network Cost Analysis (model overview) for Optus
Analysys Mason Network Cost Analysis (results analysis) for Optus
Gareth McCaffrey
Optus (Statement of Steve Turner)
Commpete
Optus (Statement of Yuen Kuan Moon)
Optus (Statement of Paul O’Sullivan)
Optus (Statement of Kelly Bayer Rosmarin)
Optus (Statement of Benjamin White)
Pivotel
Optus (Statement of Kanagaratnam Lambotharan)
TPG response to ACCC RFI dated 30 September 2022
Committee for Gippsland
Lloyd Lagman
Mark Renegar
Air Voice Telecom
Jainish Pty Ltd
Karl Shaw
Era Polymers
DBCL Group Pty Ltd
AgForce Queensland Farmers Limited
IMZI Pty Ltd
Principal of Robin Eckermann & Associates
Movecom Pty Ltd
Matthew McCauley
Tariq Kelekolio
Wireless Solutions
Yesbiz Wireless Pty Ltd
Queensland Farmers’ Federation
Connected Farms Pty Ltd
WAFarmers
Mo’s Mobiles
Vodafone Business Centre Sydney South
Alliance of Western Councils
Matt Skerrett
Kogan
Alun Davies
Michael Jarvin
Jason Worthy
Peter Male
Anonymous submission from an Australian business
Justin Gehrke
Vodafone Business Centre West
Sophie Browne
Josh Geering
Warwick Bowen
Mark and Margaret Cruickshank
Vodafone Business Centre Perth
Phil Pain
Further CEPA report for Optus
TPG response to PLUS ES
Singtel and Optus record of oral submission
TPG response to ACCC RFI dated 14 September 2022
Telstra response to ACCC RFI dated 14 September 2022
Air Voice Telecom record of oral submission
ACMA (Tranche 2)
Commpete record of oral submission
Applicants (Supplementary map of the 17% Regional Coverage Zone)
PLUS ES
Australian Communications Consumer Action Network record of oral submission
BAI Communications record of oral submission
National Farmers’ Federation & Regional, Rural and Remote Communications Coalition record of oral submission
Pivotel record of oral submission
Internet Association of Australia record of oral submission
Suntel Communications record of oral submission
Kogan record of oral submission
Infrastructure Logic Pty Ltd (OneWifi) record of oral submission
KALDER Communications Group record of oral submission
Macquarie Telecom record of oral submission
TPG (Statement of Iñaki Berroeta)
Telstra (Statement of Michael Ackland)
Telstra (Statement of Nicolaos Katinakis)
Telstra (Statement of Christopher Meissner)
Telstra (Statement of Bart-Jan Sweers)
Telstra (Statement of Andrew Penn)
NSW Farmers' Association record of oral submission
Alliance of Western Councils record of oral submission
Applicants (TPG submission on counterfactual)
Applicants (Tranche 2 response to Optus’ interested party submission and ors)
Applicants (Expert report of Ms Emma Ihaia)
Applicants (Expert report of Aetha)
Applicants (Expert report of Dr Jorge Padilla)
Applicants (Supplementary report of Mr Richard Feasey)
ACMA (Tranche 1 – Attachments A-B)
ACMA (Tranche 1 – Attachment C)
Record of ACCC meeting with Optus
Applicants (first tranche response to interested parties)
CCSW PTY LTD
Michael Koch Pty Ltd
Mark A Gregory
Paul Budde Consultancy
Your Choice Communications Pty Ltd
Jambi Nominees Pty Ltd
Stephen Hains
Wispar Pty Ltd
Optus Licensee
Redial Pty Ltd
Trevor Long
CEPA Report for Optus
Analysys Mason Report for Optus
HoustonKemp Report for Optus
Optus submission
KALDER Communications Group Pty Ltd
Symbio Holdings
Commpete
Australian Communications Consumer Action Network
National Farmers’ Federation and Regional, Rural and Remote Communications Coalition
WAFarmers
Committee for Gippsland
NSW Farmers Association
Yesbiz Wireless Pty Ltd
Walkerville Ratepayers & Residents Association
Network Communications Pty Ltd
Regional Development Australia Pilbara
Pivotel
Jonathan Hutchins
Regional Development Australia Goldfields Esperance
Anonymous submission
Murray River Group of Councils
Charles Sturt University
Bunbury Geographe Economic Alliance
Macquarie Telecom Group
Broken Hill City Council
Victorian Chamber of Commerce and Industry
Bai Communications
Vodafone Business Centre Port Melbourne
Mavaya
Jainish Pty Ltd
Bourke Shire Council
NBN Co
Eurobodalla Shire Council
Australian Trucking Association
VBC Brisbane Pty Ltd
Logicall Communications Pty Ltd
Mo’s Mobiles Pty Ltd
Narrabri Shire Council
DBCL Group
Aussie Broadband Limited
Air Voice Telecom
Internet Association of Australia
Suntel Communications Pty Ltd
Teletronics Australia Pty Ltd
VBP Pty Ltd
National Australia Bank
IMZI Pty Ltd
Regional Development Australia Peel
Mobile Icon
Canberra Business Chamber
Australia Tower Network
South West Development Commission
Kogan Mobile Operations Pty Ltd
Gippsland Regional Executive Forum
Food & Fibre Gippsland
Ian Gunn
TasICT
Regional Development Australia Riverina
Committee for Echuca Moama
Alliance of Western Councils
Infrastructure Logic Pty Ltd
Moree Plains Shire Council
Kezia Purick MLA
Be.Bendigo
Corangamite Shire Council
Central Darling Shire Council
Regional Development Australia Southern Inland
Mike Yates
Tech Mahindra Business Services
Coonamble Shire Council
Haris Brkic
Bellingen Shire Council
Dylan James
Bay Audio
Movecom Pty Ltd
GSM Communications
Vodafone Business Centre Perth
Challenger Services Group
Clive Hawkins
Fastserv Solutions Pty Ltd
Yardi
Sydney Catholic Schools
Andrew Lloyd
Jet Couriers and associated companies
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