MTN, IHS Towers strike $6.2 billion merger deal

Leading tower infrastructure company IHS Towers has announced a proposed agreement that will seal its merger with MTN Group. The deal, valued at approximately $6.2 billion, will see MTN take full control of the entire stake.

According to a disclosure on Tuesday, seen by Technext, IHS Towers noted that its Board of Directors has “unanimously” approved the agreement and the transaction, and has recommended the same move to its stakeholders.

The tower company explained that both MTN and Wendel, a long-term IHS Towers shareholder, have voted in support of the transaction. With both votes, over 40% shareholder support is needed for the transaction to be completed. 

Once the deal is completed, IHS Towers’ ordinary shares will no longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN. 

While reacting to the latest development, Sam Darwish, Chairman & CEO of IHS Towers, noted the proposed transaction deepens its long-standing partnership with MTN and underscores the strong connection between IHS Towers and the African continent. He further described the merger as a strong combination that is set to power digital infrastructure platforms.

“Today’s announcement creates a compelling opportunity that provides certainty and immediate returns for our shareholders, enabling them to crystallise the significant value generated during our strategic review,” he added.

Recall that weeks ago, MTN disclosed its plan to acquire the remaining 75% stake in IHS Holdings to investors. The offer also follows recent market speculation about MTN’s intentions regarding IHS Holdings.

IHS Towers is one of the world’s largest independent tower companies that operates approximately 40,000 sites in Africa, including Nigeria, South Africa, Cameroon, Côte d’Ivoire, and Zambia. It also controls sites in Latin America, such as Brazil and Colombia. IHS serves as a critical backbone for mobile connectivity in emerging markets.

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Terms of agreement

According to the disclosure, the transaction is expected to close in 2026, subject to shareholder and regulatory approvals.

In addition, the transaction will be funded through a rollover of MTN’s 24% stake in IHS Towers, plus a $1.1 billion in cash from MTN and $1.1 billion in cash from IHS Towers’ balance sheet. There’ll also be a rollover of existing IHS Towers debt, which will be no more than the current amount.

Other requirements are: 

• Minimum cash of $355 million on the balance sheet at closing
• Sale of Latin American tower operations (announced Feb 17, 2026)
• Sale of fibre operations (announced Feb 11, 2026)

IHS Tower noted that the successful completion of these sales is needed to meet some requirements and complete the deal by the end of 2026.

What IHS Tower will gain

Under the terms of the Agreement, IHS Towers shareholders will receive $8.50 per ordinary share in cash, representing a premium of approximately 239% premium over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024. 

“It also represents a premium of approximately 36% to the 52-week volume-weighted average price as of February 4, 2026, and a premium of approximately 3% over IHS Towers’ unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated that negotiations with MTN were ongoing,” it said.

IHS Tower noted that the deal gives shareholders a chance to cash out and get the value of their shares, based on the progress made since the company started reviewing its strategy on March 12, 2024. By this, the deal provides a way for shareholders to secure their gains amidst these uncertainties.

For MTN, purchasing the remaining 75% stake of IHS would mark a strategic shift for the telecom operator. It will eradicate the tower-outsourcing model it has operated for years and bring the infrastructure business back under its full control.

In his reaction to the deal, Ralph Mupita, Group President and CEO, MTN, noted that the proposed transaction gives the company a unique opportunity to buy back its towers and strengthen its partnership. He added that it will strengthen MTN Group’s strategic and financial position for a future controlled by digital infrastructure.

“For IHS customers and partners across the continent, we commit to continuing high standards of service and the right governance of what is the largest standalone and integrated tower company in Africa, enabled by the excellent people within IHS,” he said.

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