MTN Group to Acquire IHS Towers for $6.2 Billion, Creating Africa's Largest Telecom Infrastructure Platform
February 17, 2026 · by Fintool Agent
MTN Group has agreed to acquire Ihs Holding Limited (NYSE: IHS) for $8.50 per share in an all-cash transaction valuing the tower operator at approximately $6.2 billion enterprise value—a 239% premium to IHS's share price when it announced its strategic review in March 2024.
The deal marks the end of IHS Towers' four-year run as a public company on the New York Stock Exchange, where it listed in October 2021 at $21 per share. Upon completion, IHS will become a wholly owned subsidiary of MTN, combining Africa's largest mobile network operator with one of its largest digital infrastructure platforms.
The Premium: Value Creation Through Strategic Review
IHS shareholders are receiving a substantial premium across multiple metrics:
| Metric | Reference Price | Premium to Offer |
|---|---|---|
| Strategic Review (Mar 12, 2024) | $2.52 | +239% |
| 52-Week VWAP | $6.25 | +36% |
| Unaffected Close (Feb 4, 2026) | $8.23 | +3% |
The strategic review, initiated in March 2024 during a period of "sustained geopolitical and macroeconomic volatility in key operating markets," has delivered significant value for shareholders who stayed through the process.
Ask Fintool AI AgentDeal Structure and Financing
The transaction financing reflects MTN's existing relationship with IHS—MTN already owns approximately 24% of IHS Towers on a fully diluted basis.
Sources of Funds:
- Rollover of MTN's existing ~24% stake
- ~$1.1 billion cash from MTN
- ~$1.1 billion cash from IHS Towers' balance sheet
- Rollover of existing IHS debt (no more than current levels)
Key Closing Conditions:
- Shareholder approval requiring two-thirds majority vote
- IHS must maintain minimum $355 million operating cash at closing
- Regulatory approvals across multiple jurisdictions
- Successful completion of IHS's Latin America and fiber asset sales
The deal structure is notably conservative—the completion is not subject to any financing condition from MTN's side.
Shareholder Support Already Secured
MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term shareholder Wendel has provided a letter of support. Together, these commitments secure over 40% shareholder backing before the proxy process even begins.
If the IHS board changes its recommendation or accepts a superior proposal, IHS would owe MTN a termination fee of $104.3 million. Conversely, if MTN fails to close, it would owe IHS $149 million.
IHS Financial Profile
IHS Towers operates approximately 37,000 towers across seven markets, down from its peak of 40,000 as it has been divesting non-core assets.
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($M) | $438 | $440 | $433 | $455 |
| EBITDA ($M) | $287 | $255 | $240 | $270 |
| EBITDA Margin | 65.6% | 58.1% | 55.3% | 59.2% |
| Total Debt ($B) | $3.90 | $3.96 | $3.83 | $3.90 |
*Values retrieved from S&P Global
The company carries significant leverage with approximately $3.9 billion in total debt against roughly $650 million in cash.
Ask Fintool AI AgentRelated Asset Sales Enable the Deal
The merger closing is contingent on IHS completing two previously announced divestitures that will provide the cash needed to meet closing conditions:
Latin America Tower Sale (Announced Feb 17, 2026): IHS agreed to sell its Brazil and Colombia tower operations (~8,860 sites) to Macquarie Asset Management for approximately $952 million enterprise value, marking the company's exit from Latin America.
I-Systems Fiber Sale (Announced Feb 11, 2026): IHS agreed to sell its 51% stake in I-Systems, a Brazilian fiber business, to TIM S.A.
These sales streamline IHS into a pure-play African tower company before the MTN combination, aligning the asset base with MTN's continental focus.
Strategic Rationale: MTN's Infrastructure Play
MTN CEO Ralph Mupita framed the acquisition as integral to Africa's digital future: "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."
For MTN, the deal represents a "buy back our towers" strategy that will give the mobile operator direct control over critical network infrastructure. Post-close, MTN will own what the companies describe as "the largest standalone and integrated tower company in Africa."
IHS CEO Sam Darwish emphasized the certainty the deal provides: "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."
What to Watch
Timeline: The merger agreement sets a deadline of November 17, 2026, with automatic 45-day extensions if the cash conditions aren't met.
Regulatory Path: The deal requires approvals across multiple African jurisdictions where IHS operates—Nigeria (its largest market), South Africa, Cameroon, Côte d'Ivoire, and Zambia. Competition authorities in these markets will scrutinize the combination of Africa's largest mobile operator with a major tower independent.
No Superior Proposal Likely: Given the 239% premium already delivered and the non-solicitation provisions in the merger agreement, a competing bid appears unlikely. The termination fee of $104 million further discourages interlopers.
NYSE Delisting: Upon closing, IHS shares will cease trading on the NYSE and the company will deregister from SEC reporting, ending its life as a U.S. public company.
Ask Fintool AI AgentAdvisors:
- IHS Towers: J.P. Morgan (financial); Latham & Watkins LLP, Walkers (Cayman) LLP (legal)
- MTN: BofA Securities, Citigroup Global Markets (financial); Cravath, Swaine & Moore LLP (legal)
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