IHS Holding Limited announced it has entered into a definitive merger agreement to be acquired by MTN Group Limited in an all-cash transaction valued at approximately $6.2 billion in enterprise value. Under the terms of the agreement, shareholders of IHS Towers will receive $8.50 per ordinary share in cash.
The offer represents a premium of approximately 239% over IHS Towers’ share price at the time it announced its strategic review on March 12, 2024. It also represents a premium of about 36% to the company’s 52-week volume-weighted average price as of February 4, 2026, and a premium of roughly 3% over the unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated negotiations with MTN were underway.
IHS Towers’ board of directors unanimously approved the agreement and resolved to recommend that shareholders vote in favor of the transaction. MTN has agreed to vote all of its IHS shares in support of the deal, and long-term shareholder Wendel has provided a letter of support indicating it will also vote in favor. Together, these commitments represent more than 40% of shareholder agreement or support for the proposed transaction.
Upon completion, IHS Towers’ ordinary shares will be delisted, and the company will become a wholly owned subsidiary of MTN.
The transaction is expected to close in 2026, subject to customary closing conditions, including shareholder and regulatory approvals. The deal will be funded through the rollover of MTN’s existing approximately 24% fully diluted stake in IHS Towers, about $1.1 billion in cash from MTN, approximately $1.1 billion of cash from IHS Towers’ balance sheet, and the rollover of no more than the company’s existing debt. IHS Towers will also be required to 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 the announced sales of its Latin American tower operations and fiber operations earlier in February 2026.
Advisors to IHS Towers include J.P. Morgan as financial advisor and Latham & Watkins LLP and Walkers (Cayman) LLP as legal counsel. MTN is advised by BofA Securities and Citigroup Global Markets Limited as financial advisors and Cravath, Swaine & Moore LLP as legal counsel.
IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure by tower count and focuses on emerging markets. The company operates more than 37,000 towers across seven markets, including Brazil, Cameroon, Colombia, Côte d’Ivoire, Nigeria, South Africa and Zambia. MTN Group, launched in 1994, is a leading African digital operator listed on the JSE Securities Exchange under the share code MTN.
KEY QUOTES
“Today’s announcement creates a compelling opportunity that provides certainty and immediate returns for our shareholders, enabling them to crystallize the significant value generated during our 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.”
Sam Darwish, Chairman & CEO, IHS Towers
“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. 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.”
Ralph Mupita, Group President & CEO, MTN
