MTN Group has struck a definitive agreement to acquire all outstanding shares of IHS Towers it does not already own, offering $8.50 per share in cash in a transaction that values the NYSE-listed tower operator at an enterprise value of approximately $6.2 billion.

The deal, unanimously approved by IHS Towers’ board, will see Africa’s largest mobile network operator consolidate full ownership of one of the continent’s most extensive independent telecom tower platforms. Upon completion, IHS will be delisted from the New York Stock Exchange and become a wholly owned subsidiary of MTN.

Premium Offer and Shareholder Support

Under the terms of the merger agreement, IHS shareholders will receive $8.50 per ordinary share in cash. The offer represents:

• A 239% premium to IHS’s share price at the launch of its strategic review on March 12, 2024
• A 36% premium to the 52-week volume-weighted average price as of February 4, 2026
• A 3% premium to the unaffected closing price of $8.23 on February 4, 2026

The transaction provides shareholders with immediate liquidity following a strategic review initiated during a period marked by macroeconomic pressure and geopolitical volatility across several of IHS’s key operating markets.

MTN, which already owns approximately 24.7% of IHS on a fully diluted basis, has committed to vote its shares in favor of the deal. Long-term shareholder Wendel has also issued a letter of support. Together, these commitments secure more than 40% of the required two-thirds shareholder approval threshold.

Strategic Rationale: Reintegrating Infrastructure

The acquisition marks a significant strategic shift for MTN, effectively reversing years of telecom tower carve-outs that saw operators divest infrastructure to independent tower companies to reduce capital intensity and strengthen balance sheets.

By bringing the assets back in-house, MTN aims to internalise tower lease margins currently paid to IHS, gain greater cost predictability, and capture incremental third-party tenancy revenues. The reintegration is expected to enhance operating leverage and strengthen MTN’s long-term digital infrastructure positioning across Africa.

IHS is one of the world’s largest independent owners and operators of shared communications infrastructure, with nearly 29,000 towers in Africa serving multiple mobile network operators across five major MTN markets. At its operational peak, the company managed approximately 40,000 towers across 11 countries globally.

MTN Group President and CEO Ralph Mupita described the transaction as a pivotal step in strengthening the group’s strategic and financial positioning in anticipation of growing demand for digital infrastructure across the continent.

IHS Chairman and CEO Sam Darwish noted that the merger deepens a long-standing partnership and combines Africa’s largest mobile operator with one of its most significant digital infrastructure platforms.

Funding Structure and Capital Discipline

The transaction will be funded through a combination of:

• The rollover of MTN’s existing ~24% stake
• Approximately $1.1 billion in cash from IHS’s balance sheet
• Approximately $1.1 billion in cash and available liquidity from MTN
• The continuation (rollover) of existing IHS debt

No new equity issuance will be required at the MTN Group level. While the acquisition will result in a short-term increase in leverage, MTN expects the deal to be accretive to net income and cash flow over time.

A key closing condition includes IHS maintaining a minimum cash balance of $355 million at completion. The company’s ability to meet certain funding requirements depends on the successful disposal of its Latin American tower and fiber operations, announced on February 11 and February 17, 2026, respectively.

Market Context: Infrastructure Revaluation

The deal underscores a broader recalibration in emerging market telecom strategy. During the past decade, operators spun off towers to unlock capital and improve return on invested capital. However, as infrastructure becomes increasingly central to data monetisation, 5G expansion and fintech ecosystem growth, ownership control is once again being reassessed.

For MTN, full ownership of its tower footprint may enhance strategic flexibility in network deployment, rural expansion and enterprise connectivity services. It also positions the group to optimise infrastructure sharing and manage energy and operating costs more directly in markets where currency volatility has affected tower lease economics.

The transaction remains subject to shareholder approval, regulatory clearances in relevant jurisdictions, and customary closing conditions. If approved, the deal is expected to close in 2026.

Upon completion, IHS will cease trading on the NYSE, marking the end of its public market chapter and the beginning of a fully integrated infrastructure model under MTN’s control.

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