MTN Group has announced an agreement to purchase the outstanding 75.3 percent stake in IHS Holding Limited through an all-cash transaction worth $2.2 billion.
The telecom operator currently owns a 24.7 percent shareholding in IHS.
In a statement released on Tuesday, MTN said the acquisition would give it full ownership of IHS’ African tower portfolio, once the company completes its previously announced divestment of its Latin American fibre and tower operations.
The offer of $8.50 per share represents a 9.7 percent premium on IHS’ 30-day volume weighted average price as of February 4, the final trading day before MTN issued a cautionary notice.
“Further to the cautionary announcement released on the Stock Exchange News Service of the JSE Limited on 5 February 2026 (the Cautionary), MTN announces today that it has entered into an agreement with IHS to acquire the remaining shares of IHS not already owned by MTN via an all-cash transaction (the Transaction),” the telecommunications company said.
“The structure of the Transaction is intended such that, upon completion of IHS’ announced disposals of its Latin American (LatAm) businesses, MTN will acquire 100% of IHS’ African tower portfolio and assume control over a substantial portion of the Group’s passive mobile infrastructure footprint in Africa.
“IHS announced the disposal of its LatAm fibre and towers businesses on 11 February 2026 and 17 February 2026, respectively.
“The Transaction is expected to deliver operating synergies and efficiencies and to support MTN’s digital infrastructure strategy across Africa. It is anticipated that the Transaction will deliver net income and cash flow accretion.”
MTN disclosed that the purchase will be financed with approximately $1.1 billion from cash available on IHS’ balance sheet at closing, while the remaining $1.1 billion will be sourced from MTN’s liquidity reserves and debt facilities. The company confirmed that no new equity will be issued.
Upon completion, IHS will be delisted from the (NYSE).
MTN Targets Greater Control Amid Economic Volatility
MTN explained that the acquisition is designed to strengthen its operational and strategic position, especially in light of macroeconomic challenges in its markets.
“The evolution of macro conditions in our markets over the past few years has resulted in increased volatility in key indicators such as foreign exchange movements and inflation, as well as instability in power supply and energy costs, all of which have a direct bearing on the economics of MTN’s tower infrastructure leases,” the company said.
IHS generates about 70 percent of its revenue from MTN, including embedded margins on tower lease payments.
MTN noted that the deal offers an opportunity to “unlock substantial value through ownership economics,” allowing it to internalise lease payments, capture embedded margins, and better manage costs related to foreign exchange, inflation, and energy exposure.
Full ownership of the tower assets would also enable MTN to integrate fibre networks, passive tower infrastructure, radio spectrum, and data centres within its broader digital infrastructure platform.
“The Transaction will help to enhance and accelerate the scaling of MTN’s digital infrastructure platform, which is spearheading the Group’s strategic priority to consolidate passive infrastructure critical to network performance and rollout. This includes the densification of networks to support evolving 5G and Fixed Wireless Access (FWA) requirements,” MTN said.
Support Secured From Key Shareholder
MTN confirmed it has secured a support agreement with , the second-largest shareholder in IHS, covering roughly 20 percent of IHS’ voting rights.
The transaction will be carried out under Cayman Islands law through a statutory merger and remains subject to regulatory clearances, including filings with the United States Securities and Exchange Commission (SEC), alongside other customary conditions.
Classified as a Category 2 transaction under the (JSE) listing rules, the deal does not require shareholder approval.
MTN stated that the structure ensures it will ultimately acquire only IHS’ African operations. The “effective date of the transaction is three business days after fulfilment or waiver, to the extent possible, of the conditions precedent, transaction is expected to complete in 2026”.
IHS operates 28,702 towers across five major MTN markets in Africa — South Africa, Nigeria, Côte d’Ivoire, Cameroon, and Zambia — and serves 10 of the 13 mobile network operators on the continent. The company also has more than 10,000 kilometres of fibre optic cable in Nigeria, approximately 2,700 fibre-to-the-tower connections, and employs about 2,000 staff across Africa.