MTN Wins Nigerian Approval for $2.2bn IHS Towers Deal, but Must Sell 30% Stake

…Puts 2.8 times more network capital into Nigeria than South Africa

MTN Group has secured regulatory approval in Nigeria for its proposed acquisition of the remaining stake in IHS Towers, clearing a major hurdle in its plan to take greater control of the infrastructure carrying its network traffic in one of its most important markets.

The approval, disclosed in MTN Group’s first-half 2026 results, comes with a significant condition: MTN must sell 30 percent of IHS Nigeria to local Nigerian investors, limiting the telecom giant’s control over critical tower infrastructure even after the transaction closes.

The deal requires MTN to acquire the remaining roughly 75 percent of IHS Towers it does not already own for about $2.2 billion. The broader transaction values IHS Towers at approximately $6.2 billion enterprise value.

MTN said the transaction has received approval from various regulators, including Nigeria’s Federal Competition and Consumer Protection Commission, while the company expects the transaction to close in the second half of 2026, subject to remaining approvals.

The Nigerian condition is important because IHS Nigeria’s towers are not used only by MTN. Tower infrastructure is a critical input for mobile operators, including competing networks, meaning greater control by the country’s largest operator had raised concerns about competition and access.

The 30 percent sell-down provides a regulatory safeguard by ensuring Nigerian investors have an ownership position in the local tower business rather than allowing MTN to retain complete ownership.

MTN said the stake will be sold to local Nigerian investors on an arms-length commercial basis and subject to market conditions.

Nigeria is already getting more network capital

The IHS approval comes against another important signal from MTN’s half-year numbers, in that, Nigeria is receiving far more network capital from the group than its home market of South Africa.

MTN invested R7.34 billion in Nigeria’s network in the first half of 2026, excluding leases, compared with R2.64 billion in South Africa.

That means MTN’s Nigerian network investment was about 2.8 times the amount deployed in South Africa during the same period.

The difference is significant because South Africa remains MTN’s home market, while Nigeria has become one of the group’s most important engines of growth. MTN said group service revenue increased 17.5 percent in constant-currency terms in the first half, with growth led by markets including Nigeria, Ghana, Uganda and Côte d’Ivoire.

MTN committed almost R20 billion to capital expenditure across the group during the first six months of the year, with the spending directed toward expanding the mobile network, connecting more homes and modernising IT infrastructure.

The Nigerian allocation therefore stands out not simply because of its size, but because it shows where MTN is placing its infrastructure spending at a time when the group is also seeking greater ownership of physical network assets.

From tower seller to tower owner

The IHS transaction marks a reversal of a strategy MTN adopted more than a decade ago.

MTN previously sold thousands of towers to IHS and other infrastructure companies, freeing capital while continuing to use the sites through lease arrangements. The proposed acquisition would bring the infrastructure back under MTN’s control.

Under the February agreement, MTN offered to acquire the remaining shares in IHS for $8.50 per share in cash, with IHS valued at approximately $6.2 billion enterprise value.

The strategic logic is straightforward: owning the towers can give MTN greater control over network expansion, maintenance and infrastructure planning, while potentially allowing it to internalise some of the economics associated with leasing network sites.

For Nigeria, however, that strategy creates a competition question because IHS infrastructure is shared across telecom operators.

The regulatory requirement for a 30 percent local sell-down appears designed to balance those competing interests: allowing MTN to pursue the benefits of infrastructure ownership while preventing complete control of the Nigerian tower company.

A bigger infrastructure bet on Nigeria

The timing of the deal is also important. MTN Nigeria is operating in a market where data usage continues to grow and where network capacity, fibre infrastructure, power availability and tower access remain critical to service quality.

The group said that at June 30, it served 317.7 million customers across 19 markets, including more than 179 million active data users. Network traffic increased almost 23 percent to 14.3 petabytes during the first half.

That growth puts pressure on operators to keep investing in capacity. For MTN, the numbers suggest Nigeria is not merely another market receiving routine capital. The company is spending substantially more on its Nigerian network than on its South African network while simultaneously moving to acquire a major tower infrastructure platform.

The combination gives the IHS transaction a broader significance. MTN is effectively seeking to strengthen its position at two levels of the connectivity chain: the network that provides services to customers and the physical infrastructure on which that network depends.

That could give the company more control over the pace and economics of network expansion in Nigeria. But regulators have drawn a line around how much of that infrastructure MTN can own outright.

The 30 percent local ownership requirement means the final structure will not be a straightforward return to the old model in which MTN controls all of the towers it uses. Instead, it creates a hybrid model in which MTN becomes the dominant owner while Nigerian investors retain a meaningful equity position.

South Africa cuts spending as Nigeria takes priority

The contrast with South Africa is particularly striking because MTN’s South African operation is facing a different set of challenges. MTN South Africa’s subscriber base declined to 39.5 million at June 30, with the company reporting a marginal reduction in subscribers as it deliberately reset its prepaid customer base.

MTN Group CEO Ralph Mupita has described the reduction in South African capital spending as largely a matter of timing, with the company expecting spending to increase in the second half. MTN has also said there is no concern about under-capitalising its South African network.

That means the first-half figures should not be read as MTN abandoning its home market. But the allocation still reveals a clear difference in capital intensity.

Nigeria received nearly three times as much network capital as South Africa in the first half. That reflects the scale of the Nigerian opportunity, the need to expand capacity and MTN’s stated intention to defend and expand its network leadership in the country.

The IHS deal adds another layer to that strategy. Rather than continuing to rely primarily on a third-party tower company, MTN is moving to bring a substantial portion of that infrastructure under its ownership, while regulators ensure local investors retain a 30 percent stake in the Nigerian business.

The result is a potentially more vertically integrated MTN operation in Nigeria, backed by substantially higher network investment than the group is currently deploying in its home market.