Documents filed with the U.S. Securities and Exchange Commission show that IHS shareholders will vote on the proposed deal at an extraordinary general meeting in London later this year. 

If approved, MTN will acquire all remaining shares in IHS for $8.50 per share in cash and remove the company from the New York Stock Exchange.

The offer values IHS at an implied equity value of about $2.9 billion, excluding its Latin American operations. The price also represents a 9.7% premium to the company’s 30-day volume-weighted average share price as of February 4, 2026.

MTN plans to fund the transaction with about $1.1 billion from IHS’s existing balance sheet and another $1.1 billion from its own liquidity and debt facilities.

The deal already has support from shareholders controlling more than 40% of voting rights. MTN’s subsidiary, Mobile Telephone Networks Holdings, agreed to vote its 85.2 million shares in favour of the transaction. Those shares account for roughly 21.1% of IHS voting power.

Another major investor, Oranje-Nassau Développement, linked to French investment group Wendel, also committed its support. The firm controls about 63 million shares, representing nearly 19.6% of voting rights.

MTN investor documents indicate that shareholders representing around 46% of voting power are already aligned behind the transaction ahead of the meeting.

IHS’s board has also endorsed the acquisition. “The board unanimously authorised and approved the execution, delivery and performance of the merger agreement,” the company said in the filing.

Once completed, the transaction will end IHS’s run as a publicly traded company, just five years after its New York listing in 2021. The company had positioned itself as an independent infrastructure provider serving several mobile operators across Africa, the Middle East and Latin America.

Still, MTN has been one of its biggest customers and shareholders for years.

The acquisition will also give MTN direct ownership of a large part of the infrastructure supporting its mobile operations across Africa. IHS operates about 28,700 towers across its markets, including roughly 15,942 towers in Nigeria, where it holds an estimated 41 per cent market share.

MTN operates in all of IHS’s African markets, including Nigeria, South Africa, Cameroon, Côte d’Ivoire and Zambia.

Telecom operators across Africa have moved to take greater control of critical infrastructure as inflation, currency pressure and network costs squeeze margins.

In 2024, Airtel launched Airtel Africa Fibre to manage its 70,000-kilometre fibre network directly. Safaricom followed in 2025 by taking control of power systems at its telecom sites and deploying its own solar infrastructure instead of relying fully on tower-management contractors.

The IHS deal is expected to reduce dependence on third-party tower companies for MTN, while improving network management and foreign exchange risk control across key markets.

The filing also showed that employee stock awards under IHS’s incentive plans will be converted into cash payments based on the $8.50 offer price if the transaction goes through.

The merger still requires approval from at least two-thirds of votes cast at the shareholder meeting before it can proceed.

This is on the back of its strong Nigeria performance where Sam Darwish, chairman and CEO, IHS Holding tells thousands of Wall Street investors and analysts on its earnings call that:

“The current Nigerian administration has done in our opinion a great job in stabilizing and improving the economic outlook of the country as they increase reserves and strengthened the currency, while reducing red tape for businesses among other fundamental actions. So, we are upbeat about Nigeria.“

In Nigeria, revenue increased 10.6% year-on-year to $268.0 million, driven by organic growth during the period and supplemented by favorable movements in the Naira versus the U.S. dollar.

Across the Group, revenue for the period increased by 8.3% year-on-year to $455.1 million, despite a 3.0% inorganic revenue headwind resulting from the disposal of the Company’s Kuwait operations in December 2024.

Organic revenue growth of 6.6% reflected constant currency growth of 8.7% and the benefit of foreign exchange (“FX”) resets, partially offset by a reduction in revenues linked to power indexation. Constant currency growth was primarily driven by higher contributions from colocation, lease amendments, new sites, fiber, and escalators.

This strong underlying performance was further supported by a 4.7% benefit from favorable FX movements, particularly the appreciation of the Nigerian Naira against the U.S. dollar.

Adjusted EBITDA rose by 6.3% year-on-year to $261.5 million, despite a 3.3% impact from the Kuwait disposal. The Adjusted EBITDA margin of 57.5% remained consistent with the second quarter of 2025, while net income for the period totaled $147.4 million.

Adjusted Levered Free Cash Flow (ALFCF) surged by 81.2% to $157.8 million, reflecting management actions to enhance free cash flow generation and the re-phasing of interest payments between quarters following the November 2024 bond refinancing. Cash from operations increased by 42.3% to $259.6 million.

Total capital expenditure rose 16.3% year-on-year to $77.3 million, driven by the timing of maintenance and augmentation projects. The consolidated net leverage ratio improved to 3.3x, down 0.6x from the prior year, comfortably within the Company’s target range of 3.0x to 4.0x.

Reflecting the strong year-to-date performance and favorable currency movements, the Company has raised its full-year 2025 guidance.

In Nigeria the Group’s largest operation, organic revenue increased by $12.2 million, an increase of 5.0% year-on-year, driven primarily by foreign exchange resets and escalations, which more than offset a reduction in revenues linked to diesel prices.

Continued growth in revenue from Colocation, Lease Amendments and New Sites was partially offset by Churn related to the approximately 1,050 sites MTN Nigeria agreed to vacate as part of the renewed and extended contracts with MTN Nigeria, signed during the third quarter of 2024.

The increase in organic revenue was supplemented by favorable movements in foreign exchange rates used to translate the results of foreign operations, with an average Naira rate of ₦1,523 to $1.00 in the third quarter of 2025 compared to an average rate of ₦1,601 to $1.00 in the third quarter of 2024.

This led to a non-core increase of $13.5 million, or 5.6% year-on-year.

[Bloomberg] IHS Holding Ltd.’s annual meeting devolved into a tense standoff over investor power on Wednesday after the African tower operator dismissed demands from two of its largest stakeholders.

Wendel SE and MTN Group Ltd., which together own about 45% of the company, argued that all shareholders with at least a 10% stake should have the power to nominate board members, said the people, who asked not to be identified because the matter is not public. IHS’s board dismissed the proposals, they said.

“The proposals requested to be put forward were not in the best interests of the company as a whole or our collective shareholder base,” IHS said in a statement responding to Bloomberg’s questions. IHS said the board determined the proposal was “designed to benefit certain large shareholders to the detriment of other shareholders.”

Wendel and MTN declined to comment.

Some investors are looking for a change after IHS’s stock plummeted, losing 60% of its market value since its initial public offering in New York in 2021.

Tower companies in Africa are struggling to cope with large demands for investment in their networks to cope with surging broadband and smartphone use.

The two shareholders also said IHS management failed to give notice of their proposed resolutions in a timely fashion and are demanding the general meeting be reconvened to consider them, according to the people.

MTN also sought to convert its non-voting shares into voting ones, and that motion was denied, the people said. Currently MTN, which is Africa’s biggest mobile operator, owns a 26% economic stake and controls 20% of the voting rights, they said.

MTN do not have board representation currently, and Wendel has one representative, Frank Dangeard.

“Under our shareholders agreement, Wendel has the right to designate one director for nomination by the board from time to time so long as Wendel holds at least 10% of the shares,” said IHS. “MTN does not have a similar right, which was agreed as part of the IPO to preserve IHS Towers’ independence from a significant customer,” the company added.

Before going public, IHS management clashed with Wendel over post-IPO voting rights in a dispute that delayed the share sale, Bloomberg reported at the time.

RMB was one of the lead banks on the transaction and applied its in-country expertise and global market knowledge in the structuring of this facility.

IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count, and is the largest independent multinational towerco solely focused on the emerging markets.

The Company has nearly 40,000 towers across its 11 markets and a strong track record of delivering growth.

Conny Konopi, Debt & Trade Solutions Transactor says, “RMB is proud to facilitate strategic investments that have a powerful economic impact. IHS Towers focuses exclusively on emerging markets and with the right funding, we hope to ensure its continued growth and contribution of communications infrastructure in sub-Saharan Africa and other key regions of focus.”

The initial proceeds of the $600 million were used to repay a $280 million bridge facility that was due to mature in February 2023 and a $76 million USD tranche of IHS’ Nigerian credit facility that was amortizing and was due to mature in September 2024. The remaining proceeds will be initially left undrawn and can be used for general corporate purposes.

Miranda Abraham, Co-Head of Loan Capital Market Solutions adds, “RMB won this mandate by providing advice on transaction structuring and the best route to market. We value IHS Towers as a strategic partner and the opportunity to support them across various initiatives and business requirements.”

As Mandated Lead Arranger and Bookrunner, RMB was instrumental in delivering a successful transaction for IHS Towers during a period of macroeconomic uncertainty.

Onke Mkiva, Co-Head Debt & Trade Solutions Africa concludes, “As a provider of communications infrastructure on a countrywide basis across multiple countries, IHS Towers delivers a critical service in enabling mobile connectivity. At RMB, we are proud to leverage our global expertise, innovation and ingenuity to structure a transaction that has enabled the business to refinance existing facilities at tight pricing levels. Furthermore, the company was able to achieve the desired quantum within a short timeframe, less than two months, from deal launch.”