IHS Employees Get 12-month Pay Protection Ahead of MTN Merger

Employees of IHS Towers, Africa’s largest infrastructure company, will receive compensation and core benefits on favourable terms for up to 12 months after the proposed $2.2 billion merger with MTN Group, according to documents obtained by BusinessDay.

This development, described in a filing with the U.S. Securities and Exchange Commission on February 18 as a ‘Continuation Period,’ effectively creates a one-year buffer against immediate post-merger disruption. The move equally suggests deeper infrastructure control and a deliberate effort to keep the workforce steady during the transition.

The assurance applies to IHS’s 2,864 employees globally as of December 31, 2024, a workforce spread across Africa, the Middle East and Latin America. In Nigeria, where IHS operates its largest portfolio and where MTN runs its biggest mobile business, the pledge carries particular weight.

Owning more of the network stack

At the heart of the deal is infrastructure control. IHS owns and manages roughly 39,000 telecom towers across emerging markets. Bringing that portfolio under MTN’s umbrella would significantly reduce the operator’s dependence on third-party tower arrangements in key territories.

For years, telecom operators across Africa have pursued asset-light strategies, carving out towers into independent companies to free up capital and focus on services. This transaction tilts in the opposite direction, toward consolidation.

If completed, the merger would embed a critical layer of network infrastructure more directly within MTN’s long-term strategy. In practical terms, that could translate into closer alignment between network rollout plans, energy management strategies and capital allocation decisions. In a region where currency volatility and energy costs frequently strain telecom margins, greater internal control over towers may offer operational resilience.

Calming the human side of consolidation

Large infrastructure mergers inevitably trigger workforce anxiety. The integration of two major telecom infrastructure players, both central to connectivity in Nigeria and other markets, would typically raise concerns about redundancies, compensation resets or structural overhauls.

The agreement addresses those fears with unusual specificity.

During the 12-month Continuation Period, MTN must preserve base salaries or hourly wages at pre-closing levels. Short-term cash incentives must remain substantially comparable. Health, retirement and welfare benefits are to be maintained in aggregate at broadly similar levels.

Defined benefit pension arrangements and certain localised post-employment benefits are excluded from the guarantee, but the core compensation framework remains intact. The company has also committed to honouring existing severance arrangements, meaning employees terminated during the protection window would receive terms no less favourable than those available before closing.

Equity awards are similarly accounted for. Vested stock options and restricted stock units are expected to be converted into cash payments based on the merger consideration.

Unvested awards may transform into cash-based retention incentives that continue vesting along original timelines, an approach designed to anchor key personnel during integration.

Importantly, prior years of service at IHS will be recognised for benefit eligibility, vesting and leave accrual. Tenure, in effect, will not be reset.

Regulatory and strategic implications

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The transaction is expected to draw scrutiny in several jurisdictions, particularly in Nigeria, where telecom infrastructure is viewed as a critical national capacity. Beyond competition considerations, regulators are likely to examine labour protections and change-of-control compliance.

By formalising a one-year workforce safeguard, MTN appears to be sending a stabilising signal, to regulators, employees and investors alike.

Strategically, the move underscores a broader recalibration in African telecoms. As data consumption surges and digital services deepen, control over passive infrastructure is becoming as strategically significant as spectrum and subscriber growth. Towers are no longer just steel and concrete; they are leverage points in cost management, service quality and long-term network planning.

While the 12-month protections do not rule out future restructuring once integration matures, they create breathing room. That pause may prove crucial in ensuring that operational continuity, particularly in Nigeria, is not disrupted at a moment when reliable connectivity underpins everything from fintech to enterprise cloud adoption.