IHS Towers board backs MTN buyout as shareholders prepare to vote

The board of IHS Holding Limited has backed MTN Group’s plan to take the telecom tower company private, setting the stage for a shareholder vote that could reshape ownership of one of Africa’s largest digital infrastructure providers.

In a Schedule 13E-3 filing to the U.S. Securities and Exchange Commission (SEC) on Tuesday, May 19, IHS confirmed that shareholders will vote on the proposed $2.2 million acquisition at an extraordinary general meeting (EGM) in London later this year.

Under the deal, MTN Group, through its subsidiaries Mobile Telephone Networks (Netherlands) B.V. and Sub-Merger Co, will acquire all outstanding shares of IHS Holding for $8.50 per share in cash. If approved, IHS will become a wholly owned subsidiary of MTN and will be delisted from the New York Stock Exchange (NYSE).

The transaction marks a major shift for the tower operator, which has spent years positioning itself as an independent infrastructure company serving multiple telecom operators across Africa, the Middle East, and Latin America. MTN is already one of IHS Towers’ largest customers and shareholders.

The IHS board said it determined that the merger and related transactions are “in the best interests of the company” and that the $8.50 per-share consideration represents at least fair value for shareholders.

“The board unanimously authorised and approved the execution, delivery and performance of the merger agreement,” the filing stated.

The proposed acquisition comes as telecom operators across Africa seek greater control over critical infrastructure amid rising network costs, currency volatility, and surging demand for mobile data.

In February 2024, Airtel launched Airtel Africa Fibre to manage its 70,000km terrestrial fibre network. In August 2025, Safaricom took direct control of power systems at its sites, moving away from traditional tower-management contracts to deploy its own large-scale solar infrastructure.

If the acquisition is completed, each outstanding ordinary share of IHS will be cancelled and converted into the right to receive $8.50 in cash, excluding shares already owned by MTN affiliates, treasury shares, and shares held by shareholders exercising dissent rights under Cayman Islands law.

The filing also outlined how employee stock awards will be handled. Restricted stock units (RSUs) and performance stock units (PSUs) under the company’s 2021 incentive plan will be fully accelerated and converted into cash payments based on the $8.50 share price.

The merger still requires approval from shareholders. Under the terms of the agreement, at least two-thirds of votes cast at the EGM must support the transaction for it to proceed.

However, MTN already appears to have substantial backing lined up.

Through a voting and support agreement signed on February 17, 2026, MTN subsidiary Holdings agreed to vote its 85.2 million shares in favour of the transaction. Those shares represented approximately 21.1% of IHS’s voting power as of April 8, 2026.

Another major shareholder, Oranje-Nassau Développement, the investment vehicle linked to French investment group Wendel, also agreed to support the merger. Wendel controls approximately 63 million shares, representing about 19.6% of voting power.

Combined, the two blocs account for more than 40% of voting rights ahead of the shareholder meeting.

The deal signals the final stage of a long-running relationship between MTN and IHS Towers. Over the years, the two companies have maintained close operational ties, with MTN relying heavily on IHS infrastructure for mobile network expansion across several African markets.

The filing referenced internal financial analyses suggesting the company may have been undervalued as a listed business.

If approved, the merger would end IHS Towers’ relatively short run as a publicly traded company. IHS listed on the NYSE in 2021 during a period of heightened investor interest in digital infrastructure assets.

The company’s shareholder circular and proxy statement remain in preliminary form, with final voting details expected before the EGM.