MTN Agrees to Buy IHS Towers for $6.2bn

MTN Group Ltd., Africa’s largest mobile operator, has agreed to acquire IHS Holding Ltd., a leading independent owner and operator of telecommunications towers, in an all-cash transaction valued at $6.2bn.

IHS announced the deal in a statement on Tuesday, saying shareholders will receive $8.50 per share, representing a 239 per cent premium over the company’s share price at the start of its strategic review in March 2024.

The transaction provides shareholders with an immediate and certain opportunity to realise the value generated since the announcement of the company’s strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets.

IHS Towers’ Board of Directors has unanimously approved the agreement and the transaction and resolved to recommend approval of the agreement and the transaction by IHS Towers’ shareholders.

“MTN has agreed to vote all of its IHS shares in favour of the transaction, and long-term IHS Towers shareholder Wendel has also provided a letter of support to vote in favour of the transaction. With these two shareholders combined, more than 40 per cent shareholder support has been secured for this proposed transaction to conclude. Upon completion of the transaction, IHS Towers’ ordinary shares will no longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN,” the statement read.

Chairman & CEO of IHS Towers, Sam Darwish, said the announcement creates a compelling opportunity that provides certainty and immediate returns for shareholders, enabling them to crystallise the significant value generated during the strategic review.

“The proposed transaction deepens our long-standing partnership with MTN, as it combines Africa’s largest mobile network operator with one of its largest digital infrastructure platforms and underscores the strong connection between IHS Towers and the African continent. I would like to take this opportunity to thank our colleagues, customers, and partners for their support over the past 25 years, as IHS Towers has grown from a single tower in one market to an eleven-country portfolio of approximately 40,000 towers at its peak,” the executive said.

The transaction is expected to close in 2026 and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will be funded through the rollover of MTN’s existing approximately 24 per cent fully diluted stake in IHS Towers, together with approximately $1.1bn in cash from MTN, approximately $1.1bn in cash from IHS Towers’ balance sheet, and the rollover of no more than the existing IHS Towers debt.

The company will also be required to have a minimum cash balance of $355m at closing. The ability to satisfy some of these requirements depends on the successful completion of the sales of both its Latin American tower and fibre operations, announced on February 17, 2026, and February 11, 2026, respectively.

Group President and CEO of MTN, Ralph Mupita, commented, “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 and development. This transaction gives us a unique opportunity to buy back our towers and strengthen our ability to be partners for progress to the nation-states in which we operate.”

He added, “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.”