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MTN Seals Landmark Deal for IHS Towers’ African Business
MTN Group has agreed to acquire the African operations of IHS Towers in an all-cash transaction valued at approximately $6.2 billion, marking one of the most significant digital infrastructure deals on the continent.
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Under the agreement, MTN offered $8.50 per ordinary share, an offer that has been accepted by IHS Holding Limited, one of the world’s largest independent owners and operators of shared communications infrastructure by tower count.
Shareholder Premium and Transaction Valuation
The $8.50-per-share offer represents a 239% premium over IHS Towers’ share price at the announcement of its strategic review on March 12, 2024. It also reflects a 36% premium to the 52-week volume-weighted average price as of February 4, 2026, and a modest 3% premium over the unaffected closing price of $8.23 on the same date, when reports of ongoing negotiations with MTN emerged.
The transaction provides IHS Towers shareholders with immediate and certain value realization following a strategic review conducted amid prolonged geopolitical and macroeconomic volatility across key operating markets.
Board Approval and Shareholder Support
IHS Towers’ Board of Directors has unanimously approved the transaction and resolved to recommend it to shareholders. According to official disclosures, shareholders have agreed to sell a 75% interest to MTN at $8.50 per share, with MTN ultimately increasing its stake to 100% ownership.
The proposed transaction is subject to regulatory and shareholder approvals, as well as the delisting of IHS Towers from the New York Stock Exchange.
MTN has committed to vote all of its existing IHS shares in favour of the deal, while long-term shareholder Wendel has also provided formal support. Together, these commitments secure backing from more than 40% of shareholders, significantly strengthening the likelihood of deal completion.
Upon closing, IHS Towers will become a wholly owned subsidiary of MTN.
Executives Highlight Strategic Rationale
Sam Darwish, Chairman and CEO of IHS Towers, described the deal as a compelling outcome for shareholders and partners.
“Today’s announcement provides certainty and immediate returns for our shareholders, crystallising the significant value generated during our strategic review,” Darwish said.
He also noted that IHS Towers has grown over 25 years from a single tower to operations across 11 countries, with a peak portfolio of approximately 40,000 towers.
“The transaction deepens our long-standing partnership with MTN and combines Africa’s largest mobile network operator with one of its largest digital infrastructure platforms.”
Ralph Mupita, Group President and CEO of MTN, said the acquisition represents a pivotal step in strengthening MTN’s strategic and financial position.
“This transaction gives us a unique opportunity to buy back our towers and strengthen our role as partners for progress in the countries where we operate,” Mupita said.
He added that MTN remains committed to high service standards and strong governance across the enlarged infrastructure platform.
Funding Structure and Timeline
The transaction, expected to close in 2026, will be funded through a combination of:
- The rollover of MTN’s existing ~24% fully diluted stake in IHS Towers
- Approximately $1.1 billion in cash from MTN
- Around $1.1 billion from IHS Towers’ balance sheet
- The rollover of no more than existing IHS Towers debt
At closing, the combined entity is required to maintain a minimum cash balance of $355 million. Completion is also contingent on IHS Towers successfully executing the sale of its Latin American tower and fibre operations, announced in February 2026.
Moody’s: Leverage to Rise Modestly, Nigeria Exposure Increases
Credit rating agency Moody’s Ratings said the acquisition would modestly increase MTN’s leverage and exposure to Nigeria, where IHS generates roughly two-thirds of its revenue and EBITDA and operates about 41% of its towers.
Moody’s estimates the deal values IHS equity at approximately $2.7 billion, with MTN expected to pay around $2.0 billion. Analysts do not anticipate the transaction to be fully debt funded, citing MTN’s available liquidity.
On a pro forma basis, MTN’s consolidated adjusted leverage is projected to rise to 2.9x in 2024 and 2.3x in 2025, compared with 2.4x and 2.0x, respectively, prior to the transaction. However, Moody’s expects leverage to trend below 2.0x within 12–18 months.
Strategic Benefits for MTN Nigeria
Moody’s noted that full ownership of IHS Towers would allow MTN to consolidate IHS’s EBITDA, reduce external tower lease liabilities, and improve cost control. This is particularly significant in Nigeria, where dollar-linked tower lease escalators previously contributed to sizeable FX-related losses, including ZAR42 billion ($2 billion) in 2023–2024.
With consolidation, tower lease costs would become intercompany charges, reducing volatility and aligning infrastructure economics more closely with naira-denominated cash flows. Full ownership is also expected to enhance MTN’s control over capital expenditure, investment cycles, and long-term network planning.
