MTN can now buy IHS Towers in Nigeria — but must sell 30% to local investors

Nigeria's telecoms regulator granted MTN Nigeria an Approval-in-Principle in mid-July for its proposed acquisition of IHS Towers' Nigerian business, clearing a key regulatory hurdle in MTN Group's planned $2.2 billion takeover of the tower company — but final clearance depends on MTN meeting conditions around governance, contract stability and non-exclusivity.

The Nigerian Communications Commission (NCC) confirmed the conditional approval on Tuesday, August 25, 2026. "The Commission granted Approval-in-Principle (AiP) to MTN Nigeria in mid-July, subject to certain safeguards and regulatory conditions," Nnena Ukoha, NCC's director of public affairs, told BusinessDay. "The approval was granted on the clear understanding that MTN Nigeria would comply with these conditions immediately, and that final approval would only be granted upon confirmation of such compliance by the Commission."

The NCC conditions include compliance with its Guidelines on Corporate Governance, a ban on amending existing commercial contracts as a result of the deal, ensuring the acquisition does not give MTN Nigeria exclusivity over IHS infrastructure, and submission of an investment plan with clear, measurable milestones.

The NCC approval follows a separate conditional approval from Nigeria's Federal Competition and Consumer Protection Commission (FCCPC), which requires MTN to sell down up to 30% of the Nigerian component of IHS to local investors at market prices over time. MTN has said it is "comfortable" with that condition, Nairametrics reported. MTN's own media releases state the company "will sell-down 30% of IHS Nigeria to local Nigerian investors, on an arms-length commercial basis and subject to market conditions," Technext summarised.

The broader transaction values IHS Towers at approximately $6.2 billion, with MTN — which already owns about 24.7% of the company — offering $8.50 per share for the remaining stake it does not already hold. Funding includes roughly $1.1 billion of cash from IHS's balance sheet, MTN Group said when it announced the deal in February, with Bloomberg reporting the $2.2 billion cash consideration for the shares MTN does not own. IHS, which operates over 39,000 towers globally including a major Nigerian portfolio, confirmed MTN's approach in early February and announced the proposed sale on February 17, 2026, with an expected close later this year subject to shareholder and regulatory approvals.

MTN confirmed in its H1 2026 results that the transaction has received approval from various regulators, restating the obligation to sell down 30% of IHS Nigeria to local investors. The combined conditions from NCC and FCCPC — governance, contract integrity, non-exclusivity, an investment plan with milestones, and local sell-down — are designed to prevent MTN's vertical integration into towers from distorting competition for other Nigerian operators that rely on IHS infrastructure, TechCabal's Daily reported.

Completion of the deal remains subject to further regulatory approvals in other markets and MTN demonstrating compliance with the NCC's conditions before final clearance is issued.