Quick Read:
- IHS Towers shareholders will receive $8.50 per share in cash, representing:
- Approximately 239% premium over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024
- Approximately 36% premium to the 52-week Volume-Weighted Average Price (VWAP)
- Approximately 3% premium over IHS Towers unaffected closing share price of $8.23 on February 4, 2026
- Transaction values IHS Towers at an enterprise value of approximately $6.2 billion
- Transaction enables IHS Towers’ shareholders to crystallize the significant value created during the company’s strategic review process
- 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.
MTN Group Limited has agreed to acquire IHS Holding Limited (NYSE: IHS), popularly known as IHS Towers, in an all-cash transaction valued at an enterprise value of approximately $6.2 billion, marking one of the largest infrastructure consolidation deals in Africa’s telecoms sector.
Under the merger agreement announced on Tuesday, MTN will pay $8.50 per ordinary share to IHS shareholders.
Deal Premium and Shareholder Value
The $8.50 per share offer represents:
- A 239% premium over IHS Towers’ share price at the time it announced its strategic review on March 12, 2024
- A 36% premium to the 52-week volume-weighted average price as of February 4, 2026
- A 3% premium over the unaffected closing share price of $8.23 on February 4, 2026
The transaction provides shareholders with an immediate exit opportunity amid sustained geopolitical and macroeconomic volatility across some of IHS Towers’ key operating markets.
IHS Towers’ Board of Directors has unanimously approved the deal and recommended it to shareholders.
MTN, which already owns approximately 24% of IHS on a fully diluted basis, has committed to vote its shares in favour of the transaction. Long-term shareholder Wendel has also issued a letter of support.
Combined, more than 40% shareholder backing has already been secured.
Upon completion, IHS Towers will be delisted from the New York Stock Exchange and become a wholly owned subsidiary of MTN Group.
Strategic Rationale: Tower Re-Integration
The acquisition signals a strategic shift by MTN as it moves to reintegrate tower infrastructure into its core operations.
Sam Darwish, chairman and CEO of IHS Towers, described the transaction as an opportunity for shareholders to crystallize value generated during the company’s strategic review process.
He noted that the deal deepens the longstanding partnership between IHS and MTN, combining Africa’s largest mobile operator with one of the continent’s largest digital infrastructure platforms.
Ralph Mupita, MTN Group President and CEO, said the transaction strengthens MTN’s long-term strategic and financial positioning, particularly as digital infrastructure becomes increasingly central to Africa’s economic development.
According to Mupita, the acquisition allows MTN to buy back its tower assets and strengthen its capacity to partner with governments across its markets.
Funding Structure and Conditions
The transaction is expected to close in 2026, subject to shareholder and regulatory approvals.
Funding will comprise:
- The rollover of MTN’s existing ~24% stake in IHS
- Approximately $1.1 billion in cash from MTN
- Approximately $1.1 billion from IHS Towers’ balance sheet
- Retention (rollover) of no more than existing IHS debt
As part of the agreement, IHS must maintain a minimum cash balance of $355 million at closing.
The company’s ability to meet certain closing conditions depends on the successful completion of previously announced divestments of its Latin American tower operations (announced February 17, 2026) and fiber operations (announced February 11, 2026).
What This Means for the Market
The deal represents a significant consolidation move within Africa’s telecom infrastructure space. Over the past decade, mobile operators across emerging markets spun off tower assets to unlock capital and reduce balance sheet pressure.
MTN’s decision to reacquire tower infrastructure signals a strategic pivot, potentially reflecting improved balance sheet strength, long-term infrastructure control priorities, and evolving economics of tower leasing.
If completed, the transaction would create the largest integrated and standalone tower company in Africa under MTN’s control.
Advisors
J.P. Morgan is serving as financial advisor to IHS Towers, with Latham & Watkins LLP and Walkers (Cayman) LLP acting as legal counsel.
BofA Securities and Citigroup Global Markets Limited are advising MTN, with Cravath, Swaine & Moore LLP serving as legal counsel.
