MTN Group has entered into a definitive agreement to acquire IHS Towers in a transaction valuing the tower company at an enterprise value of $6.2 billion.
The deal follows weeks of negotiations between both parties, which had been publicly reported earlier this month.
It also marks a historic U-turn for the South African mobile telecom operator, effectively ending its decade-long "asset-light" strategy by bringing its core infrastructure back under direct control.
Key details of the acquisition
Follow us on WhatsApp | LinkedIn for the latest headlines
The deal is structured as an all-cash merger to take IHS Towers private and delist it from the New York Stock Exchange (NYSE).
Offer Price of $8.50 per share in cash, representing a 36% premium over the 52-week average share price.
MTN is paying roughly $2.2 billion for almost 75% stake it does not already own.
The deal would be funded through a combination of $1.1 billion from IHS's own balance sheet (cash on hand) and $1.1 billion from MTN's available liquidity and debt.
The deal is contingent on IHS completing its already announced sales of its Latin American tower and fiber assets (to Macquarie Asset Management).
It is expected to close by the end of 2026, pending shareholder and regulatory approvals.
Chairman and CEO of IHS Towers, Sam Darwish, described the agreement as a compelling opportunity to crystallise value built over the company's 25-year history.
"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," he said.
MTN's Group President and CEO, Ralph Mupita, said the transaction would strengthen the company's strategic and financial position as digital infrastructure becomes increasingly central to economic development on the continent.
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 HIS," he said
IHS Towers' Board of Directors has unanimously approved the transaction and recommended it to shareholders.
MTN, which already holds roughly 24% of IHS on a fully diluted basis, has committed to vote its shares in favour of the deal. Long-term investor Wendel has also pledged support, bringing total committed backing to more than 40% of shareholders.
Under the terms, shareholders will receive immediate cash consideration, offering a defined exit following a strategic review initiated amid geopolitical and macroeconomic volatility in key markets.
Why the change?
For years, telecom giants sold off towers to reduce debt. Experts point to several reasons why MTN is now "buying back the farm"
One of the reasons, according to experts, is energy costs & control. In markets like Nigeria, towers are powered by expensive diesel generators. By owning the towers, MTN can aggressively implement its own solar and green energy solutions to slash operating costs.
Another reason is 5G rollout efficiency. 5G requires a much higher density of towers. Direct ownership allows MTN to deploy new equipment faster without negotiating lease terms for every new "pop."
The two companies have spent years in a public dispute over voting rights and board seats. This acquisition permanently resolves those tensions, according to experts.
The reaction from market analysts and industry experts has been a mix of cautious optimism and strategic validation.
Analysts from Infrastructure Brief note that this deal signals the end of the "tower outsourcing" era in Africa. They suggest that vertical integration is becoming necessary again as infrastructure becomes a competitive weapon rather than just a cost center.
Sign up for free AllAfrica Newsletters
Get the latest in African news delivered straight to your inbox
While the $6.2 billion valuation is significant, analysts at Simply Wall St point out that using IHS's own cash to fund half the buyout is a "clever capital allocation move" that protects MTN's dividend-paying capacity.
The agreement followed an earlier report that MTN Group was in talks to acquire the roughly 75% stake in IHS Holding Limited that it does not already own.
In a cautionary notice to investors earlier in the month, MTN confirmed it was evaluating a potential transaction to buy out minority shareholders of the New York Stock Exchange-listed IHS, following recent market speculation around the company.
MTN in the notice, MTN warned that if a deal is concluded, it could have a material impact on its share price, urging shareholders to exercise caution when trading the stock until further announcements are made
Founded in 2001 by Sam Darwish with an initial focus on Nigeria, IHS Towers has grown into one of the world's largest independent owners and operators of shared telecommunications infrastructure.
