MTN Group has moved closer to completing its $6.2 billion acquisition of IHS Holding after Nigeria’s Federal Competition and Consumer Protection Commission (FCCPC) gave conditional approval for the Nigerian component of the deal, according to the group’s half-year 2026 financial results released on Monday.
Recall that on August 5, TechMedia Africa reported that shareholder of MTN Group approved the proposed acquisition of the remaining approximately 75 percent in IHS Holding.
However, for the acquisition to proceed, MTN will have to sell down up to 30 percent of the Nigerian component of the IHS business over time at market prices.
MTN already has a long-standing commercial relationship with IHS, which operates thousands of telecommunications towers used by mobile network operators. If the acquisition is completed, those infrastructure assets would effectively come closer to MTN’s ownership and control.
The FCCPC’s condition therefore allows the acquisition to move forward while placing a limit on how much of the Nigerian business MTN can ultimately retain.
MTN wants the towers back under its control
The deal is significant because of the way MTN and IHS have worked together over the years.
MTN has previously sold thousands of its telecommunications towers to IHS through sale-and-leaseback arrangements. Under this model, MTN received capital from selling the infrastructure while continuing to use the towers by leasing space from IHS.
The proposed acquisition would change that relationship.
Instead of remaining primarily a customer of IHS, MTN would become the owner of the company and, by extension, gain greater control over the infrastructure supporting its network.
MTN says the transaction is strategically important because it could strengthen its earnings, revenue growth and free cash flow over the long term.
The $6.2 billion all-cash deal would also see MTN acquire all outstanding shares of IHS, take the company private and operate it as a wholly owned subsidiary.
But the FCCPC’s condition means MTN will not have unrestricted ownership of the Nigerian component.
The company will have to sell down up to 30% of that business over time at market prices.
“With regards to the FCCPC in Nigeria, conditional approval of the transaction has been received. This is conditional on MTN Group selling down up to 30% of the Nigerian component of the IHS business at market prices over time. MTN is comfortable with the conditions as set out,” MTN said in its financial report.
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The requirement to sell down up to 30% means MTN cannot retain the entire Nigerian component of IHS once the acquisition is completed. Instead, it may be required to reduce its ownership by as much as 30 percentage points, with those shares sold to other investors at prevailing market prices over time.
MTN is a major customer of IHS, but IHS also provides tower infrastructure used by other telecom operators. If MTN takes full ownership of IHS, it would move from being a customer of the infrastructure provider to controlling the company that provides infrastructure to some of its competitors.
That is where the FCCPC’s concern comes in.
The commission, which is responsible for protecting competition in Nigeria, reviews major mergers and acquisitions to determine whether they could give a company excessive market power or disadvantage its competitors.
In this case, requiring MTN to sell up to 30% of the Nigerian component of IHS means the telecom operator cannot retain complete ownership of that business. The stake would be sold to other investors at market prices over time, leaving part of the Nigerian operation outside MTN’s direct control.
The condition is important because telecom towers are shared infrastructure. Operators depend on tower companies such as IHS to deploy and maintain their networks, meaning changes in ownership can affect how competitors access essential infrastructure.
By allowing the acquisition but requiring a sell-down, the FCCPC is effectively trying to balance two interests: allowing MTN to pursue the benefits of acquiring IHS while preventing the Nigerian tower market from becoming too concentrated around a single telecom operator.