Leading tower infrastructure company IHS Towers has announced a proposed agreement for its merger with MTN Group, a deal valued at approximately $6.2 billion. This transaction will see MTN Group take full control of the entire stake in IHS Towers. According to a disclosure on Tuesday, IHS Towers' Board of Directors has unanimously approved the agreement and the transaction, recommending the same to its stakeholders. Both MTN and Wendel, a long-term IHS Towers shareholder, have already voted in support of the transaction, collectively providing over 40% of the required shareholder support for the deal to be completed.

Upon the completion of the merger, IHS Towers' ordinary shares will no longer be publicly listed, and the company will transition into a wholly owned subsidiary of MTN. Sam Darwish, Chairman & CEO of IHS Towers, commented on the development, stating that the proposed transaction deepens the company's long-standing partnership with MTN and highlights the strong connection between IHS Towers and the African continent. He described the merger as a powerful combination poised to enhance digital infrastructure platforms, offering a compelling opportunity that provides certainty and immediate returns for shareholders by crystallizing the significant value generated during IHS Towers' strategic review.

This offer follows MTN's earlier disclosure weeks prior, regarding its plan to acquire the remaining 75% stake in IHS Holdings, amid market speculation about MTN’s intentions. IHS Towers is recognized as one of the world’s largest independent tower companies, operating approximately 40,000 sites across Africa, including key markets like Nigeria, South Africa, Cameroon, Côte d’Ivoire, and Zambia. Additionally, it controls sites in Latin America, specifically Brazil and Colombia, serving as a critical backbone for mobile connectivity in emerging markets.

The agreement outlines specific terms for the transaction, which is anticipated to close in 2026, subject to receiving necessary shareholder and regulatory approvals. The funding structure for the deal involves a rollover of MTN’s existing 24% stake in IHS Towers, an infusion of $1.1 billion in cash from MTN, and a further $1.1 billion in cash from IHS Towers’ balance sheet. Furthermore, there will be a rollover of existing IHS Towers debt, maintained at no more than the current amount. Other crucial requirements for the deal’s closure include maintaining a minimum cash balance of $355 million on the balance sheet at closing, the announced sale of Latin American tower operations (February 17, 2026), and the sale of fibre operations (February 11, 2026). The successful completion of these sales is essential for meeting requirements and finalizing the deal by the end of 2026.

Under the terms of the agreement, IHS Towers shareholders are set to receive $8.50 per ordinary share in cash. This represents a significant premium: approximately 239% over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024. It also accounts for a premium of about 36% to the 52-week volume-weighted average price as of February 4, 2026, and roughly a 3% premium over IHS Towers’ unaffected closing share price of $8.23 on February 4, 2026, when public reports first indicated ongoing negotiations with MTN. This deal provides a clear opportunity for shareholders to secure their gains and cash out, leveraging the progress made since the company initiated its strategic review.

For MTN, acquiring the remaining 75% stake in IHS Towers signifies a major strategic shift. This move will effectively eradicate the tower-outsourcing model that MTN has employed for years, bringing the critical infrastructure business back under its full control. Ralph Mupita, Group President and CEO of MTN, emphasized that the proposed transaction offers MTN a unique opportunity to buy back its towers and strengthen its partnership. He noted that this strategic move would bolster MTN Group’s strategic and financial position, preparing it for a future increasingly dominated by digital infrastructure. Mupita also assured IHS customers and partners across the continent of MTN's commitment to maintaining high standards of service and robust governance for what will become the largest standalone and integrated tower company in Africa, powered by the excellent people within IHS.