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FCCPC and NCC Clear Deal, Subject to Local Ownership Conditions
MTN Group’s proposed $6.2 billion acquisition of IHS Holding Limited has moved a significant step closer to completion after securing conditional approval from Nigeria’s Federal Competition and Consumer Protection Commission (FCCPC) and the Nigerian Communications Commission (NCC).
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The development was disclosed in MTN Group’s half-year 2026 financial results, released on Monday, with the telecommunications giant confirming that the transaction continues to progress through the remaining regulatory approval processes.
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However, the Nigerian approvals come with a major condition designed to protect competition and preserve local participation in one of the country’s most critical telecommunications infrastructure businesses.
Under the condition, MTN will be required to sell down up to 30 per cent of its stake in IHS Nigeria to local Nigerian investors at market prices over time.
MTN said it was comfortable with the conditions attached to the approval and remains focused on progressing the transaction, which it expects to strengthen its long-term earnings profile, revenue growth and free cash flow generation.
A $6.2 Billion Bet on Telecom Infrastructure
The proposed transaction values IHS Holding Limited at an enterprise value of approximately $6.2 billion, with the cash transaction value for the remaining 75.3 per cent stake estimated at about $2.2 billion.
MTN already holds a significant minority stake in IHS and has maintained a long-standing commercial relationship with the tower company across several African markets.
If completed, the transaction will take IHS Holding Limited private and result in its delisting from the New York Stock Exchange.
For MTN, the acquisition represents a major strategic shift and a deeper move into ownership of the physical infrastructure that supports its mobile and broadband operations.
Over the years, the telecommunications group has sold thousands of towers to IHS through sale-and-leaseback arrangements, allowing it to release capital tied up in infrastructure while retaining access to the sites through long-term leasing agreements.
One of the most notable transactions involved the sale of more than 5,700 MTN sites in South Africa to IHS in 2022.
The proposed acquisition now signals a potential reversal of the industry’s long-standing shift towards infrastructure outsourcing.
IHS Nigeria’s Nearly 16,000 Towers Raise Competition Questions
The importance of the transaction is particularly significant in Nigeria, where IHS operates nearly 16,000 telecommunications towers.
These sites are not used exclusively by MTN. They form part of the shared infrastructure ecosystem upon which multiple telecommunications operators depend to deploy and expand their networks.
This creates the central competition question surrounding the acquisition.
If MTN gains majority control of IHS Nigeria, one of the country’s largest mobile operators would also have substantial influence over a major provider of infrastructure used by competing operators.
The FCCPC and NCC’s decision to require the sale of up to 30 per cent of the Nigerian subsidiary to local investors appears designed to address this concern.
The local ownership requirement could serve as an important governance mechanism, ensuring that MTN does not exercise absolute and unchecked control over infrastructure that remains strategically important to the wider telecommunications industry.
Why the 30% Local Sell-Down Matters
The condition requiring MTN to sell down up to 30 per cent of IHS Nigeria to Nigerian investors is arguably the most important element of the regulatory approval.
The objective is not simply to increase local ownership. It also creates a structural layer intended to support independent governance and maintain confidence among other telecommunications operators that depend on the infrastructure.
The concern for regulators is the possibility of vertical integration creating market advantages that could distort competition.
MTN is already a major customer of IHS. Under the proposed transaction, it would move from being one of the tower company’s key tenants and shareholders to potentially exercising majority ownership over the infrastructure business.
The challenge will therefore be ensuring that IHS Nigeria continues to operate as a commercially independent shared infrastructure provider.
The local investor participation requirement could help create an additional governance and accountability structure around the Nigerian business, while providing a measure of protection against discriminatory access or preferential treatment.
MTN Could Gain Significant Cost and Operational Advantages
One of the biggest strategic benefits of the acquisition for MTN is the potential to reduce its long-term dependence on external tower leasing costs.
Mobile network operators typically lease tower space from independent infrastructure companies, paying recurring fees to host their network equipment.
By acquiring majority ownership of IHS, MTN could gain greater control over an important component of its infrastructure costs and network expansion strategy.
This could potentially improve cost efficiencies and give the company greater flexibility in planning future investments in 4G, 5G, fibre and other broadband infrastructure.
The financial implications could be significant.
MTN may be able to optimise capital allocation and reduce its exposure to some of the long-term costs associated with leasing infrastructure from an independent provider.
For competitors that remain dependent on tower leasing arrangements, this could widen the operational and financial gap between MTN and smaller players.
The Risk of Vertical Foreclosure
The acquisition also raises concerns about what competition regulators describe broadly as the risk of vertical foreclosure.
Because IHS provides shared infrastructure to multiple operators, a majority owner could theoretically gain influence over the commercial environment in which competitors access critical tower capacity.
Potential concerns could include:
- Preferential access to infrastructure
- More favourable pricing for affiliated operations
- Faster deployment of network equipment
- Less attractive commercial terms for competitors
- Delays or restrictions affecting rival network expansion
The key issue is not necessarily whether these outcomes will occur, but whether the structure of the transaction creates the potential for them.
This is why the regulatory conditions attached to the transaction will be critical.
The success of the deal, from a competition perspective, may depend on how effectively regulators can ensure that other operators continue to have fair and commercially reasonable access to IHS infrastructure.
Could the Deal Widen MTN’s Market Lead?
MTN is already one of the dominant players in Nigeria’s telecommunications market.
The acquisition of majority control over a major tower infrastructure company would further expand its asset base and deepen its influence across the telecommunications value chain.
The combination of mobile subscribers, data services, fintech operations and potentially greater infrastructure ownership could strengthen MTN’s overall market position.
For smaller operators, the implications could be more challenging.
Companies that continue to depend heavily on third-party infrastructure and external leasing arrangements may face increasing pressure if MTN succeeds in extracting greater cost efficiencies from the acquisition.
The deal could also potentially strengthen MTN’s ability to accelerate network expansion and support the rollout of next-generation services.
However, this does not automatically translate into an anti-competitive outcome.
Much will depend on the safeguards attached to the transaction, the independence of IHS Nigeria’s operations and the ability of regulators to maintain fair access to critical telecommunications infrastructure.
From Asset-Light to Strategic Infrastructure Ownership
The transaction represents an interesting reversal in telecommunications strategy.
For years, mobile network operators across Africa and other markets have pursued asset-light models by selling towers and other infrastructure to specialised companies.
The strategy enabled operators to unlock capital, reduce direct infrastructure management responsibilities and focus more heavily on customers, spectrum and network services.
IHS emerged as one of the major beneficiaries of this trend, acquiring and operating thousands of towers across multiple markets.
MTN’s proposed acquisition suggests that ownership of critical infrastructure may once again be becoming strategically attractive.
As mobile networks prepare for increasing data consumption, 5G deployment, enterprise services and expanded broadband coverage, control over critical infrastructure could become an increasingly important competitive advantage.
IHS Shareholders Have Already Backed the Transaction
The Nigerian regulatory approvals follow another major milestone in the acquisition process.
At an Extraordinary General Meeting held on August 4, 2026, shareholders of IHS Holding Limited approved the proposed takeover through the required two-thirds majority vote.
The shareholder approval satisfied a key condition for completing the transaction, which MTN first announced on February 17, 2026.
With shareholder approval secured and conditional clearances obtained from key Nigerian regulators, attention will now shift to the remaining regulatory processes and the implementation of the conditions attached to the transaction.
MTN Also Launches $375.5 Million Share Buyback
Alongside progress on the IHS transaction, MTN announced a $375.5 million share buyback programme.
Under the programme, the Group plans to repurchase and cancel up to 31 billion of its own shares from the open market.
The initiative forms part of MTN’s broader Ambition 2030 framework and reflects the company’s focus on shareholder returns while continuing to invest in strategic growth opportunities.
The simultaneous pursuit of a major infrastructure acquisition and a share buyback programme highlights MTN’s attempt to balance long-term strategic investment with capital returns to shareholders.
A Defining Moment for Nigeria’s Telecom Competition
The proposed acquisition of IHS could become one of the most consequential telecommunications transactions in Nigeria in recent years.
It brings together two major forces within the country’s communications ecosystem: a leading mobile network operator and one of the largest providers of shared telecommunications infrastructure.
For MTN, the deal offers the prospect of greater infrastructure control, improved cost efficiencies and stronger support for future network expansion.
For regulators, the challenge is more complex.
The FCCPC and NCC will need to ensure that the transaction does not weaken competition or create barriers for other operators that depend on IHS infrastructure.
The requirement for MTN to sell down up to 30 per cent of IHS Nigeria to local investors represents an early attempt to strike that balance.
As the acquisition moves towards completion, the structure of the local ownership arrangement, governance safeguards and conditions for infrastructure access will be closely watched.
Ultimately, the transaction could reshape the economics of telecommunications infrastructure in Nigeria.
The question is whether MTN’s deeper integration into the tower business will create a more efficient and resilient telecommunications ecosystem or further widen the competitive gap between the market leader and its rivals.
For Nigeria’s telecom industry, the answer may depend less on the acquisition itself and more on how effectively the conditions attached to it are implemented and enforced.
