MTN to buy out IHS in $2.2bn deal, take control of over 28,000 towers

MTN Group says it has agreed to acquire the remaining 75.3 percent stake in IHS Holding Limited in an all-cash deal valued at $2.2 billion.

The network provider currently holds a 24.7 percent stake in IHS.

In a statement on Tuesday, MTN said the transaction would result in the group owning 100 percent of IHS’ African tower portfolio, following the completion of IHS’ announced disposals of its Latin American fibre and tower businesses.

MTN said the offer price of $8.50 per share represents a 9.7 percent premium to IHS’ 30-day volume weighted average price as of February 4 – the last trading day before MTN issued a cautionary notice.

“Further to the cautionary announcement released on the Stock Exchange News Service of the JSE Limited on 5 February 2026 (the Cautionary), MTN announces today that it has entered into an agreement with IHS to acquire the remaining shares of IHS not already owned by MTN via an all-cash transaction (the Transaction),” the telecommunications company said.

“The structure of the Transaction is intended such that, upon completion of IHS’ announced disposals of its Latin American (LatAm) businesses, MTN will acquire 100% of IHS’ African tower portfolio and assume control over a substantial portion of the Group’s passive mobile infrastructure footprint in Africa.

“IHS announced the disposal of its LatAm fibre and towers businesses on 11 February 2026 and 17 February 2026, respectively.

“The Transaction is expected to deliver operating synergies and efficiencies and to support MTN’s digital infrastructure strategy across Africa. It is anticipated that the Transaction will deliver net income and cash flow accretion.”

MTN said the consideration would be funded with about $1.1 billion from cash on IHS’ balance sheet at completion, while the remaining $1.1 billion would come from MTN’s available liquidity and debt.

The network provider said no new equity will be issued.

Following completion, IHS will be delisted from the New York Stock Exchange (NYSE).

MTN SEEKS GREATER CONTROL AMID MACRO VOLATILITY

MTN said the acquisition is aimed at strengthening its operational and strategic positioning, particularly in the context of macroeconomic volatility across its markets.

“The evolution of macro conditions in our markets over the past few years has resulted in increased volatility in key indicators such as foreign exchange movements and inflation, as well as instability in power supply and energy costs, all of which have a direct bearing on the economics of MTN’s tower infrastructure leases,” the company said.

IHS derives about 70 percent of its revenue from MTN, including embedded margins on tower lease payments.

MTN said the transaction presents an opportunity to “unlock substantial value through ownership economics,” enabling the group to internalise lease payments, capture embedded margins, and improve control over costs linked to foreign exchange, inflation and energy exposure.

The company added that full ownership of the tower portfolio would allow it to integrate fibre, passive tower infrastructure, radio spectrum and data centres within its digital infrastructure platform.

“The Transaction will help to enhance and accelerate the scaling of MTN’s digital infrastructure platform, which is spearheading the Group’s strategic priority to consolidate passive infrastructure critical to network performance and rollout. This includes the densification of networks to support evolving 5G and Fixed Wireless Access (FWA) requirements,” MTN said.

MTN SECURES SUPPORT FROM MAJOR SHAREHOLDERS

MTN said it has secured a support agreement with Wendel SE, IHS’ second-largest shareholder, covering about 20 percent of IHS’ voting shares.

According to the statement, the transaction will be implemented under Cayman Islands law through a statutory merger and remains subject to regulatory approvals, including filings with the United States Securities and Exchange Commission (SEC), as well as other customary conditions.

MTN classified the acquisition as a Category 2 transaction under the Johannesburg Stock Exchange (JSE) listings requirements, meaning it does not require shareholder approval.

The company added that the structure of the transaction is intended such that MTN will end up acquiring only IHS’ African operations.

MTN also said the “effective date of the transaction is three business days after fulfilment or waiver, to the extent possible, of the conditions precedent, transaction is expected to complete in 2026”.

The telecommunications company said IHS has 28,702 towers across five key MTN markets in Africa, comprising South Africa, Nigeria, Cote d’Ivoire, Cameroon and Zambia, and more broadly serving 10 out of 13 mobile network operators in Africa.

MTN added that IHS’ strong fibre capability include more than 10,000 kilometre (km) of fibre optic cables deployed in Nigeria and approximately 2,700 fibre-to-the-towers sites connected, and 2,000 workers across Africa.(The cable)