By IHS Holding Limited, (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count, has announced that it has entered into a merger agreement (the “Agreement”) to be acquired by MTN Group Limited (“MTN”), a pan-African mobile operator, for $8.50 per ordinary share, in an all-cash transaction that values IHS Towers at an enterprise value of approximately $6.2 billion.
Under the terms of the Agreement, IHS Towers shareholders will receive $8.50 per ordinary share in cash, representing a premium of approximately 239% premium over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024. It also represents a premium of approximately 36% to the 52-week volume-weighted average price as of February 4, 2026, and a premium of approximately 3% over IHS Towers’ unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated that negotiations with MTN were ongoing.
The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since the announcement of the Company’s strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets.
IHS Towers’ Board of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the transaction by IHS Towers’ shareholders.
MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers’ shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has been secured for this proposed transaction to conclude. Upon completion of the transaction, IHS Towers’ ordinary shares will no longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN.
Sam Darwish, Chairman & CEO, IHS Towers, commented, “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.
I would like to take this opportunity to thank our colleagues, customers and partners for their support over the past 25 years, as IHS Towers has grown from a single tower in one market to an eleven-country portfolio of approximately 40,000 towers at its peak.”
Ralph Mupita, Group President and CEO, MTN, commented, “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.”
“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 IHS.”
The transaction is expected to close in 2026, and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will be funded through the rollover of MTN’s existing approximately 24% fully diluted stake in IHS Towers, together with approximately $1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS Towers’ balance sheet, and the rollover of no more than the existing IHS Towers debt.
The Company will also be required to have minimum cash of $355 million on balance sheet at closing. The Company’s ability to satisfy some of these requirements is dependent upon the successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and February 11, 2026, respectively.
The foregoing description of the Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Agreement, which IHS Towers will be filing on Form 6-K.
