MTN Group has secured board approval from IHS Towers for an all-cash offer of US$8.50 per ordinary share, announced on February 17, 2026.
This proposal would enable MTN to acquire the remaining shares it does not already own, resulting in 100% ownership of IHS Towers and the delisting of the company from the New York Stock Exchange (NYSE).
The transaction values IHS Towers at an enterprise value of approximately US$6.2 billion.
For shareholders, it provides a cash exit at a premium to recent trading levels and crystallises value following a prolonged strategic review process initiated in March 2024.
Key Terms and Premium Analysis
Under the merger agreement, IHS Towers shareholders will receive US$8.50 per share in cash. The offer represents:
- A 36% premium to the 52-week volume-weighted average price as of February 4, 2026.
- A 9.7% premium to the 30-day volume-weighted average price as of the same date.
- A modest 3% premium to the unaffected closing price of US$8.23 on February 4, 2026, prior to reports of negotiations.
MTN currently holds approximately 24.7% of IHS Towers. The consideration for the remaining shares amounts to roughly US$2.2 billion, funded through:
- Approximately US$1.1 billion in cash on IHS’s balance sheet.
- MTN’s available liquidity.
- Debt financing, with no new equity issuance required at the MTN Group level.
The transaction follows the completion of IHS’s disposals of its Latin American assets (announced on February 11 and 17, 2026), allowing MTN to acquire the remaining Africa-focused business, comprising approximately 29,000 high-quality towers across five key MTN markets.
Shareholder Support and Approval Path
The IHS Towers board has unanimously approved the agreement and recommended it to shareholders. Significant support is already secured:
- MTN has committed to vote its shares in favour.
- Long-term shareholder Wendel has provided a letter of support to tender its approximately 19% stake.
Together, this represents around 40% of the required two-thirds shareholder approval threshold at a general meeting.
The transaction remains subject to customary closing conditions, including regulatory clearances in relevant jurisdictions and final shareholder approval. Completion is expected in 2026, subject to these approvals.
Implications for IHS Shareholders
For IHS shareholders, the US$8.50 offer provides:
- Immediate Liquidity — A cash exit at a premium, enabling realisation of value amid market volatility and strategic review uncertainty.
- Certainty of Outcome — Full acquisition by MTN eliminates ongoing listing and governance requirements while delivering a defined payout.
- Valuation Validation — The premium reflects recognition of IHS’s infrastructure quality, market position, and long-term value in Africa’s digital economy.
The offer crystallises gains for investors who acquired shares during or after the NYSE listing in October 2021, particularly given subsequent share price pressures and the strategic review process.
Strategic Rationale from MTN’s Perspective
MTN views the transaction as a pivotal step to strengthen its strategic and financial position. Benefits include:
- Internalisation of tower margins currently paid to IHS.
- Retention of incremental third-party revenues.
- Improved cost predictability and operational control.
- Enhanced ability to support digital infrastructure growth across Africa.
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
Ralph Mupita, MTN Group President and CEO, stated:
The deal is expected to be accretive to MTN’s net income and cash flow, with short-term leverage increasing modestly before returning to target levels.
READ ALSO:How Reclaiming Tower Ownership Could Change MTN’s Cost and Network Strategy
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
Sam Darwish, Chairman and CEO of IHS Towers, commented
Future Outlook
MTN’s proposed US$8.50-per-share offer provides IHS Towers shareholders with an attractive cash exit at a meaningful premium, offering liquidity and certainty following a strategic review period.
With significant shareholder support already secured and regulatory processes underway, the transaction, if completed, would represent one of the most substantial infrastructure consolidations in African telecommunications history.
The deal remains subject to shareholder approval, regulatory clearances, and customary closing conditions.
For the most current status and official disclosures, consult announcements from MTN Group, IHS Towers, or relevant regulatory authorities.
MTN Overview
MTN Kenya is the Kenyan arm of the MTN telecom group providing mobile, data and digital services. MTN app lets subscribers manage accounts, buy bundles and check usage; access it after MTN login with your MTN number and credentials.
MTN Group is the multinational telecom operator headquartered in South Africa with operations across Africa and the Middle East, including MTN Nigeria, one of its largest markets.
MTN SIM refers to the subscriber identity module used to access MTN network services, and MTN data refers to internet bundles and data plans available on the MTN network that customers can purchase via USSD, the app, or online portals.
Ronnie Paul is a seasoned writer and analyst with a prolific portfolio of over 1,000 published articles, specialising in fintech, cryptocurrency, climate change, and digital finance at Africa Digest News.
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