Leading tower infrastructure company IHS Towers has announced a proposed merger agreement with MTN Group, valued at approximately $6.2 billion.

Under the terms of the deal, MTN will take full control of IHS Towers, with the company’s Board of Directors unanimously approving the transaction and recommending it to stakeholders.

Both MTN and long-term shareholder Wendel have already pledged support, representing over 40% of the required shareholder backing needed to complete the deal.

Once finalized, IHS Towers’ ordinary shares will be delisted, and the company will become a wholly owned subsidiary of MTN.

Sam Darwish, Chairman & CEO of IHS Towers, highlighted that the merger strengthens the company’s partnership with MTN and positions the combined entity to enhance digital infrastructure platforms across Africa.

The proposed transaction follows MTN’s earlier announcement regarding its intention to acquire the remaining 75% stake in IHS Towers amid growing market speculation.

IHS Towers is one of the world’s largest independent tower companies, operating approximately 40,000 sites across Africa, including Nigeria, South Africa, Cameroon, Côte d’Ivoire, and Zambia, and maintaining additional operations in Latin America, specifically Brazil and Colombia.

This infrastructure serves as a critical backbone for mobile connectivity in emerging markets, supporting MTN’s broader strategic objectives in the region.

Deal Structure and Shareholder Terms

The merger is expected to close in 2026, pending shareholder and regulatory approvals.

The transaction’s funding involves a combination of MTN’s existing 24% stake in IHS Towers, $1.1 billion in cash from MTN, and $1.1 billion from IHS Towers’ balance sheet, alongside a rollover of existing IHS Towers debt capped at current levels.

Completion of the deal is contingent on maintaining a minimum cash balance of $355 million at closing and finalizing the sale of Latin American tower operations and fiber assets.

IHS Towers shareholders are set to receive $8.50 per ordinary share, representing a 239% premium over the share price at the start of the strategic review in March 2024 and a 36% premium to the 52-week average price, providing an immediate return opportunity.

For MTN, acquiring full control of IHS Towers marks a significant strategic shift, ending its tower-outsourcing model and bringing critical infrastructure back in-house.

Ralph Mupita, Group President and CEO of MTN, emphasized that this move strengthens MTN’s strategic and financial position, allowing the company to consolidate its digital infrastructure operations across Africa.

The deal is expected to create the continent’s largest integrated tower company, combining IHS Towers’ operational expertise with MTN’s regional reach.

By merging, MTN and IHS Towers aim to deliver enhanced operational efficiency, improved digital connectivity, and long-term growth for shareholders and stakeholders alike.

The deal reinforces MTN’s commitment to high service standards and robust governance while solidifying IHS Towers’ legacy as a leading provider of mobile infrastructure in Africa and beyond.