As a result, IHS Towers shareholders will receive $8.50 in cash per share, representing a premium of around 239% compared with the share price when the company announced its strategic review in March 2024.
According to the company, the transaction provides shareholders with a certain and immediate means of realising the value created since the strategic review began, which took place during a period of significant geopolitical and economic uncertainty in key markets.
The IHS Towers board of directors has unanimously approved the agreement and the transaction and will recommend that shareholders also approve it.
As part of the deal, MTN has agreed to vote all of its IHS shares in favour of the transaction, and long-term shareholder Wendel has provided a letter of support confirming that it will also vote in favour. Together, these two shareholders represent more than 40% of the shares.
Once the transaction is completed, IHS Towers will no longer be publicly listed and will become a wholly owned subsidiary of MTN.
The transaction is expected to complete in 2026 and is subject to certain conditions, including shareholder and regulatory approvals.
Funding will comprise MTN rolling over its existing stake of approximately 24% in IHS Towers, around $1.1 billion in cash from MTN, approximately $1.1 billion in cash from IHS Towers’ balance sheet, and no increase beyond the current level of IHS Towers’ debt. At completion, the company must also hold at least $355 million in cash.
In addition, the fulfilment of some of these conditions depends on the successful sale of its Latin American tower business and its fibre operations, announced on 17 February 2026 and 11 February 2026, respectively.
Sam Darwish, chairman & CEO, IHS Towers, said: “Today’s announcement creates a compelling opportunity that provides certainty and immediate returns for our shareholders, enabling them to crystallise 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, continued: “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.”
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