MTN Group Moves to Reclaim Tower Assets in Strategic $6.2 Billion IHS Acquisition

In a landmark transaction that signals a fundamental shift in African telecommunications infrastructure strategy, MTN Group has agreed to acquire full control of IHS Holding for approximately $6.2 billion, buying out the roughly 75% stake in the tower operator it does not already own. The all-cash deal marks one of the largest digital infrastructure transactions in Africa’s history and represents a dramatic reversal of the asset-light strategy that has defined the continent’s telecommunications sector for more than a decade.

Under the terms of the merger agreement announced Tuesday, shareholders of IHS Holding Limited will receive $8.50 per ordinary share in cash. The offer represents a substantial 239% premium over IHS Towers’ share price when the company announced its strategic review on March 12, 2024, and a 36% premium to the 52-week volume-weighted average price as of February 4, 2026. The transaction values the entire company at approximately $6.2 billion including debt.

Build the future you deserve. Get started with our top-tier Online courses: ACCA, HESI A2, ATI TEAS 7, HESI EXIT, NCLEX-RN, NCLEX-PN, and Financial Literacy. Let Serrari Ed guide your path to success. Enroll today.

Reversing the Outsourcing Era

The acquisition represents a striking pivot from the tower divestment trend that swept across African telecommunications over the past decade. MTN itself was a major participant in this shift, having sold thousands of towers to independent tower companies including IHS to unlock capital and reduce balance sheet pressure. The company sold over 5,700 towers in South Africa alone to IHS in 2022 for ZAR 6.4 billion ($413 million) in a sale-and-leaseback arrangement.

This asset-light approach helped MTN free up capital while outsourcing tower management to specialized infrastructure firms. The company received immediate cash and then leased the same towers back to continue providing network coverage, allowing it to focus on its core business of delivering connectivity and digital services to subscribers across 20 African and Middle Eastern markets.

Now, as data demand surges and digital infrastructure becomes increasingly strategic, MTN is choosing vertical integration over outsourcing. “This proposed transaction is a pivotal step in further strengthening MTN Group’s strategic and financial position for a future where digital infrastructure will become ever more essential to Africa’s growth and development,” said Ralph Mupita, MTN Group President and CEO. “This transaction gives us a unique opportunity to buy back our towers and strengthen our ability to be partners for progress to the nation states in which we operate.”

Strategic Rationale and Market Impact

By reacquiring the towers, MTN says it can internalize the margin currently paid to IHS as lease payments, benefit from current and future incremental third-party revenues, and improve cost predictability and control over network infrastructure critical to its operations. The move positions MTN not only as Africa’s largest mobile operator by subscribers but potentially as the continent’s most integrated telecom infrastructure owner.

Following the transaction’s completion, MTN will own nearly 29,000 IHS towers across Africa, creating what the company describes as “the largest standalone and integrated tower company in Africa.” The deal enables MTN to have direct power over the infrastructure that runs its network, particularly important as the industry transitions to 5G and next-generation technologies that require denser network deployment and more sophisticated infrastructure management.

The IHS board unanimously approved the agreement and will recommend it to shareholders for approval. Besides MTN, which is the largest shareholder with approximately 24.7% of IHS, long-term shareholder Wendel has also agreed to vote in favor of the deal. Together, they account for more than 40% of shareholder support already secured, providing significant momentum toward transaction approval.

Complex Financing Structure

The transaction will be funded through a carefully structured combination of existing assets and new capital. The financing includes the rollover of MTN’s existing approximately 24% fully diluted stake in IHS Towers, together with approximately $1.1 billion in cash from MTN, approximately $1.1 billion in cash from IHS Towers’ balance sheet, and the rollover of no more than existing IHS Towers debt.

Importantly, no new equity issuance will be required at the MTN Group level, a critical consideration for existing shareholders. The funding plan allows for a short-term increase in leverage, though MTN has emphasized its commitment to disciplined capital allocation going forward. The company is required to maintain minimum cash of $355 million on IHS’s balance sheet at closing, ensuring the combined entity maintains adequate liquidity for operations.

The transaction is forecast to be accretive to MTN’s net income and cash flow, providing financial justification beyond the strategic benefits of vertical integration. “In structuring this transaction, MTN remains focused on disciplined capital allocation inclusive of shareholder remuneration going forward,” the company stated, addressing potential investor concerns about the debt levels required to finance the acquisition.

Latin America Exit Enables Africa Focus

A crucial component of the transaction’s structure involves IHS Towers’ simultaneous exit from Latin American markets. Earlier on Tuesday, IHS agreed to sell its Latin America tower operations in Brazil and Colombia to Macquarie Asset Management for approximately $952 million in enterprise value. The divestiture includes approximately 8,860 telecommunications tower sites, with over 8,500 sites in Brazil and 270 sites in Colombia.

“We are today announcing the sale of our Latam tower operations to Macquarie Asset Management, marking our exit from the Latam region,” said Sam Darwish, Chairman and CEO of IHS Towers. “We are deeply grateful to our colleagues, customers and other stakeholders who have enabled us to scale our Latam tower portfolio.”

The Latin American transaction is expected to close later in 2026, subject to regulatory approvals and other closing conditions. Importantly, IHS’s ability to satisfy some of the requirements for the MTN acquisition is dependent upon the successful completion of the sales of both its Latin American tower operations and its fiber business, which was announced separately on February 11, 2026.

Following the completion of these asset sales, MTN will acquire the remaining African tower business, focusing the combined entity’s operations entirely on the continent where both companies have their deepest roots and strongest market positions. This strategic focus aligns with MTN’s vision of being “partners for progress to the nation states” across Africa.

One decision can change your entire career. Take that step with our Online courses in ACCA, HESI A2, ATI TEAS 7, HESI EXIT, NCLEX-RN, NCLEX-PN, and Financial Literacy. Join Serrari Ed and start building your brighter future today.

IHS Towers’ Evolution and Strategic Review

IHS Towers has traveled a remarkable journey from its founding 25 years ago with a single tower in one market to becoming one of the world’s largest independent tower companies by count. At its peak, the company operated in 11 countries managing approximately 40,000 towers across Africa, Latin America, and the Middle East. The company’s operations currently span seven markets including Cameroon, Côte d’Ivoire, Nigeria, South Africa, Zambia, Brazil, and Colombia, with over 37,000 towers before the Latin American divestiture.

The company launched a comprehensive strategic review on March 12, 2024, during a period of sustained geopolitical and macroeconomic volatility in key operating markets. The review was initiated to explore options for maximizing shareholder value amid challenging market conditions including currency devaluations, foreign exchange volatility, and regulatory uncertainties across several African markets.

“Today’s announcement creates a compelling opportunity that provides certainty and immediate returns for our shareholders, enabling them to crystallize the significant value generated during our strategic review process,” said Darwish. “The proposed transaction deepens our long-standing partnership with MTN, as it combines Africa’s largest mobile network operator with one of its largest digital infrastructure platforms and underscores the strong connection between IHS Towers and the African continent.”

The company listed on the New York Stock Exchange in October 2021 at $21 per share, more than double the price MTN is now offering to take it private. The intervening years saw significant market challenges, with the stock trading as low as $2.83 in early 2024 before the strategic review announcement. The $8.50 per share offer, while well below the IPO price, represents substantial appreciation from those lows and provides liquidity to shareholders who might otherwise face continued uncertainty.

Regulatory Scrutiny and Approval Process

The transaction faces a complex regulatory approval process across multiple African jurisdictions. In Nigeria, where both companies have significant operations, the Federal Government has announced it will conduct a comprehensive review of the proposed acquisition, citing the strategic importance of telecommunications infrastructure to the country’s economy and national security.

“The Federal Ministry of Communications, Innovation and Digital Economy notes recent developments in the Nigerian telecommunications sector regarding the acquisition of IHS Towers by MTN Group,” said Minister Bosun Tijani in a statement. “Our objective is clear — to ensure that any market consolidation or structural changes protect consumers, safeguard investments, and preserve the long-term sustainability of the sector.”

Nigeria’s telecommunications industry underpins critical sectors including banking, fintech, e-commerce, public services, and emerging technologies, making tower ownership a matter that extends beyond purely commercial considerations. Industry analysts suggest the acquisition could alter the competitive dynamics of infrastructure sharing and lease pricing, particularly for smaller operators that rely on IHS towers for network expansion.

The minister emphasized that recent improvements in the industry’s financial health have been achieved through “policy clarity, regulatory support, and sustained engagement with industry stakeholders,” and the government intends to ensure any structural changes maintain this positive trajectory. The administration, he noted, remains committed to maintaining “a stable, transparent, and forward-looking policy environment that keeps Nigeria’s telecommunications industry on a strong and sustainable path.”

Beyond Nigeria, the transaction requires approvals from competition authorities and telecommunications regulators in South Africa, Cameroon, Côte d’Ivoire, and Zambia. Each jurisdiction will assess the impact on market competition, consumer interests, and the broader telecommunications ecosystem. The transaction is expected to close in 2026, though the precise timing will depend on navigating these various regulatory processes successfully.

Market Response and Shareholder Value

The transaction has received support from key stakeholders beyond the management teams of both companies. Upon closing, French investment firm Wendel will receive approximately $535 million for its 19% stake in IHS, the European investment firm confirmed in a separate statement. Wendel has been a long-term shareholder in IHS and its support provides important validation of the transaction’s value proposition.

The offer price structure reflects careful consideration of multiple valuation perspectives. Beyond the 239% premium to the March 2024 strategic review price, the deal represents a 9.7% premium to the 30-day volume-weighted average price as of February 4, 2026 — the last day of trading before MTN’s cautionary announcement about potential discussions. The 3% premium over the unaffected closing price on that date reflects the minimal market speculation that had occurred before formal disclosure.

Financial advisors played crucial roles in structuring the complex transaction. J.P. Morgan served as financial advisor to IHS Towers, with Latham & Watkins LLP and Walkers (Cayman) LLP acting as legal counsel. On MTN’s side, BofA Securities and Citigroup Global Markets Limited acted as financial advisors, with Cravath, Swaine & Moore LLP providing legal counsel.

Implications for Africa’s Telecommunications Landscape

The MTN-IHS transaction signals a potential inflection point in African telecommunications infrastructure strategy. The tower carve-out era was driven by capital discipline during a period when operators needed to reduce debt and fund network expansion simultaneously. Towers were monetized, leased back, and consolidated into specialized infrastructure firms like IHS that could achieve economies of scale across multiple operators and markets.

This model served its purpose, enabling rapid infrastructure expansion while maintaining operator balance sheet flexibility. However, the strategic calculus has evolved. As 5G rollouts accelerate, edge computing emerges, and network densification becomes imperative, the value of direct infrastructure control has increased relative to the benefits of outsourcing.

The Africa telecom towers market has been characterized by sale-and-leaseback arrangements between mobile network operators and tower companies. IHS’s decade-long renewal with MTN Nigeria covering roughly 13,500 tenancies exemplified the stickiness of this model, with operator balance sheets benefiting from immediate capital infusion while tower companies unlocked recurring revenue through multi-tenant leasing.

Other major tower operators in Africa include American Tower Corporation, Helios Towers Plc, and SBA Communications Corporation, which continue to pursue the independent tower model. These companies now face a significantly altered competitive landscape if the continent’s largest mobile operator successfully reintegrates its tower assets.

MTN’s move could trigger a broader reassessment across the industry. If the integrated model proves financially attractive for MTN, other major African operators might reconsider their infrastructure strategies, potentially reversing years of asset divestitures. Alternatively, if the transaction faces significant regulatory hurdles or operational challenges, it could reinforce the outsourced model’s advantages.

Technical and Operational Considerations

Beyond the financial and strategic dimensions, the acquisition presents substantial operational integration challenges. MTN will need to absorb IHS’s workforce, operational processes, and technical capabilities while maintaining service quality for both its own network and third-party tenants that currently lease space on IHS towers.

“For IHS customers and partners across the continent, we commit to continuing high standards of service and the right governance of what is the largest standalone and integrated tower company in Africa, enabled by the excellent people within IHS,” Mupita emphasized, signaling MTN’s intention to maintain the tower business’s operational excellence while integrating it into the broader corporate structure.

The combined entity will need to manage power infrastructure, site maintenance, security, and tenant relationships across thousands of tower sites in diverse regulatory and operating environments. IHS built significant expertise in these areas, particularly in power management services which it provides across approximately 13,000 sites in South Africa alone, including both owned towers and third-party sites.

MTN’s long-term relationship with IHS provides some foundation for integration, but the scale of the operational challenge should not be underestimated. The company will effectively be bringing in-house capabilities it spent years outsourcing, requiring significant organizational adaptation and potentially substantial integration costs.

Future Outlook and Strategic Positioning

Once completed, the transaction will transform MTN’s strategic positioning in Africa’s telecommunications sector. The company will control critical passive infrastructure spanning major markets across the continent, providing it with unprecedented flexibility to deploy new technologies, optimize network architecture, and potentially generate additional revenue by serving other operators’ infrastructure needs.

The deal also positions MTN to benefit from the ongoing expansion of mobile broadband and the gradual rollout of 5G services across African markets. Network densification — the deployment of more cell sites to increase capacity and coverage — becomes easier to execute when an operator controls its own tower infrastructure rather than negotiating lease terms with independent providers.

However, the success of this strategic shift will ultimately be measured by MTN’s ability to extract the theoretical benefits of vertical integration while avoiding the capital intensity and operational complexity that originally motivated the industry’s move toward asset-light models. The company must demonstrate that direct ownership delivers superior returns compared to the outsourced alternative, particularly as it takes on the debt and operational responsibility associated with managing nearly 29,000 tower sites.

For the broader African telecommunications sector, the transaction raises fundamental questions about optimal industry structure. Will vertical integration prove superior in enabling next-generation network deployment? Or will independent tower companies’ specialization and multi-tenant revenue models continue to deliver better economics? The outcome of MTN’s bold strategic reversal will likely influence these decisions for years to come.

The transaction is expected to close in 2026, subject to shareholder approval, regulatory clearances, and the successful completion of IHS’s Latin American asset sales. Upon closing, IHS will be taken private and become a wholly owned subsidiary of MTN, and its shares will be delisted from the New York Stock Exchange, ending a chapter in the company’s history and beginning a new era of integrated telecommunications infrastructure ownership in Africa.

Ready to take your career to the next level? Join our Online courses: ACCA, HESI A2, ATI TEAS 7 , HESI EXIT  , NCLEX – RN and NCLEX – PN, Financial Literacy!🌟 Dive into a world of opportunities and empower yourself for success. Explore more at Serrari Ed and start your exciting journey today! ✨

Track GDP, Inflation and Central Bank rates for top African markets with Serrari’s comparator tool.

See today’s Treasury bonds and Money market funds movement across financial service providers in Kenya, using Serrari’s comparator tools.

photo source: Google

By: Montel Kamau

Serrari Financial Analyst

18th February, 2026