In a definitive shift for Africa’s telecommunications infrastructure landscape, the board of IHS Holding Limited (IHS Towers) has unanimously backed a merger agreement that will see MTN Group Limited take full control of the company.
The cash-merger transaction values the tower operator at an enterprise value of approximately $6.2 billion, effectively reversing a decade-long industry trend of mobile operators divesting their physical tower portfolios.
Under the terms of the agreement, MTN which currently holds a 24.7% fully diluted stake in IHS will acquire the remaining ~75% of the company it does not already own. Public shareholders will receive $8.50 per ordinary share in cash.
Transaction Economics and Premium Structure
The $8.50 per share payout represents a substantial windfall for investors who weathered recent macroeconomic and geopolitical volatility in emerging markets. The offer details a:
• 239% premium over the IHS share price prior to the company’s strategic review announcement on March 12, 2024.
• 36% premium relative to its 52-week volume-weighted average price (VWAP) as of early February 2026.
• 9.7% premium over its 30-day volume-weighted average price on the New York Stock Exchange (NYSE).
Upon successful completion of the transaction, IHS Towers will be delisted from the NYSE and transition into a privately held, wholly owned subsidiary of MTN Group.
Strategic Rationale: Reintegrating the Steel
For MTN, Africa’s largest mobile network operator by subscriber base, the acquisition marks a major pivot back toward infrastructure ownership. Over the last ten years, telecom operators globally pursued an “asset-light” strategy, spinning off tower infrastructure to independent operators to free up capital.
However, as massive data demand, 5G rollouts, and sovereign digital infrastructure become central to economic growth, direct control of the underlying hardware has regained its strategic premium.
“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,” said Ralph Mupita, MTN Group President and CEO. “This transaction gives us a unique opportunity to buy back our towers.”
By absorbing IHS, MTN expects to internalize the operating margins it previously paid out as a tenant, optimize its long-term cost predictability, and capture third-party lease revenues from other mobile networks utilizing the same infrastructure.
According to recent regulatory filings with the U.S. Securities and Exchange Commission (SEC), the funding for the remaining equity buyout (valued at roughly $2.2 billion) will be split cleanly:
• $1.1 billion sourced from cash already sitting on the IHS Towers balance sheet.
• $1.1 billion drawn from MTN’s available liquidity and corporate debt facilities.
The transaction is structured to protect MTN’s capital allocation and dividend strategies, requiring no new equity issuance at the MTN Group level. Furthermore, certain closing conditions are tethered to the completion of IHS’s previously announced divestments of its Latin American tower and fiber businesses, allowing the remaining entity to focus exclusively on its core African footprint of nearly 29,000 towers.
The merger requires a minimum two-thirds (66.6%) approval from voting shareholders at an upcoming extraordinary general meeting in London.
Approval looks highly probable; MTN has committed its 21.1% voting power to the “yes” column, and long-term French investment firm Wendel (via Oranje-Nassau Développement) has signed a letter of support pledging its 19.6% voting stake. Together, over 40% of the required shareholder vote has already been locked in.
Subject to final shareholder voting, customary regulatory approvals across key African operational markets, and final asset disposals in Latin America, the transaction is expected to close officially later this year.
