(Reuters) -Macquarie-backed fibre network Vocus Group is closer to becoming one of Australia's largest owners of underground fibre infrastructure, as the competition regulator approved on Thursday its A$5.25 billion (about $3.3 billion) deal with TPG Telecom ( TPGTF ).

Vocus and TPG, back in October 2024, had agreed to a deal for the former to take over the telecom operator's fibre and fixed network infrastructure assets, enabling Vocus to connect almost 20,000 buildings in Australia.

The Australian Competition and Consumer Commission (ACCC) said the deal would not likely result in a substantial reduction of competition in any market.

It said that Vocus would continue to face major competition from firms - including Telstra ( TTRAF ), Singapore Telecommunications-owned Optus - and local players such as Superloop and Aussie Broadband

A spokesperson for Vocus said that the ACCC's decision was a positive step, and TPG's complementary assets will allow Vocus to drive competition into the sector.

Analysts at Sandstone Insights called the clearance a major turning point for TPG, which resets its balance sheet.

"With lower interest costs, a declining opex profile and lower capex requirements, TPG is poised for substantial free cash flow growth for the next 3-4 years," the analysts said.

Shares in TPG gained 5% in Sydney, while those of its biggest rival Telstra ( TTRAF ) were up 0.9%.

The deal remains subject to Foreign Investment Review Board approval and U.S. regulatory approvals, TPG said.

The Australian watchdog's review focused on how closely Vocus and TPG compete in the supply of data network and connectivity services, including fixed-line internet services, to large enterprise and government customers, it said in a statement.

The probe found that Vocus focuses on providing services to large enterprise and government clients while TPG concentrates on the small and medium enterprise segment of the market.

A Macquarie-managed infrastructure fund, alongside Aware Super, acquired Vocus in 2021, taking the company private and delisting it.

($1 = 1.5721 Australian dollars)

(Reporting by Rishav Chatterjee and Aaditya Govind Rao in Bengaluru, Additional reporting by Nikita Maria Jino in Bengaluru; Editing by Alan Barona and Mrigank Dhaniwala)