Nigeria has approved MTN Group’s takeover of IHS Towers, but the clearance comes with a condition that prevents Africa’s largest mobile operator from taking unchecked control of one of the country’s most important networks of telecom infrastructure.
MTN must eventually sell up to 30% of the Nigerian component of IHS to investors at market prices, according to MTN’s half-year results released on Monday. The condition was imposed as part of the Federal Competition and Consumer Protection Commission’s conditional approval of the transaction.
The decision turns what initially looked like a straightforward return of telecom infrastructure to MTN into a more complicated restructuring of ownership in Nigeria’s digital economy.
From selling towers to buying them back
The irony is rooted in a transaction more than a decade old.
In 2014 and 2015, MTN Nigeria sold thousands of its towers to IHS in a sale-and-leaseback arrangement. The first transaction involved 4,154 towers for $451 million, followed by another 4,696 towers for $533 million.
MTN remained an anchor tenant, paying commercial rates to use the infrastructure.
The strategy reflected a broader industry shift in which African mobile operators transferred passive infrastructure — towers, power systems and related equipment — to specialist tower companies.
Operators could release capital, reduce operating costs and concentrate on running networks and serving subscribers rather than maintaining towers.
IHS expanded rapidly during that period. By 2016 it had also acquired Helios Towers Nigeria, adding 1,211 sites and consolidating its position in the Nigerian market.
The structure created an independent infrastructure business whose towers could serve several network operators rather than being controlled exclusively by one mobile company.
That model is now being partially reversed.
Why MTN wants IHS back
MTN announced in February that it had agreed to acquire the remaining shares of IHS, taking its ownership to 100% subject to regulatory and other conditions.
The transaction values IHS at about $6.2 billion, while the consideration for the shares MTN does not already own is about $2.2 billion.
MTN already owns roughly 24.7% of IHS. Under the proposed transaction, IHS would become privately held and leave the New York Stock Exchange.
For MTN, the logic is not simply about owning more towers.
The company has argued that bringing IHS back inside the group would allow it to capture the margin it currently pays to the tower company, while also giving it greater control over infrastructure and access to revenue from other telecommunications customers.
IHS operates nearly 29,000 towers across Africa, while its Nigerian business alone manages more than 16,000 sites.
Those assets sit underneath an increasingly data-intensive economy in which mobile operators need more sites and capacity to support smartphones, 4G, 5G and rising data consumption.
The competition problem
That is also why Nigerian regulators did not simply wave the deal through.
A tower is passive infrastructure, but control over towers can influence how easily competing mobile operators expand their networks. IHS has historically provided infrastructure to multiple operators, including MTN and Airtel, rather than being tied to one network.
The regulator’s concern is therefore broader than MTN’s ownership of a tower company. It is about what happens when one of the country’s largest mobile operators gains direct control of infrastructure that rivals may need to access.
IHS itself identifies American Tower as a major independent tower competitor in Africa and lists Helios Towers and SBA Communications among other competitors. It also says telecommunications operators with their own towers can compete in the infrastructure market.
The 30% sell-down is an attempt to introduce another layer of ownership between MTN and the Nigerian tower business.
Rather than allowing MTN to own the Nigerian operation outright, regulators are requiring a substantial portion to be placed with other investors. MTN said it was comfortable with the condition and that the sell-down would take place at market prices over time.
A new role for Nigerian investors
The condition also creates an opportunity — and a potential financing challenge — for Nigerian capital.
The regulator’s requirement means domestic investors could acquire a meaningful interest in infrastructure that supports the country’s mobile networks. But the eventual size, structure and investor composition of the sell-down will determine whether the policy produces broad Nigerian ownership or simply transfers the stake to a small group of large institutions.
That distinction matters.
Nigeria has increasingly sought greater domestic participation in strategic assets while simultaneously trying to attract foreign capital and preserve competition. Telecom infrastructure sits directly at that intersection.
The government has described telecommunications as a critical pillar of the digital economy, while the sector is being pushed to support expanding data demand and wider digital services.
The deal comes as MTN strengthens its balance sheet
The regulatory decision arrived as MTN reported a strong first half.
Group EBITDA rose 24.4% to 56 billion rand on a constant-currency basis, while service revenue increased 17.5% in constant-currency terms. The subscriber base reached 317.7 million and active data users rose 9.1% to 179.3 million.
MTN also announced a 6 billion rand, or roughly $375 million, share buyback after the results.
The combination is revealing: the company is simultaneously returning capital to shareholders and committing itself to a major infrastructure acquisition.
MTN expects the IHS transaction to strengthen earnings and increase its control over infrastructure that it already depends on. But the Nigerian regulatory condition means the company will not receive all of the ownership benefits it initially sought in the country’s largest tower market.
Nigeria’s tower market has changed since the original sale
The infrastructure MTN sold in the mid-2010s is no longer simply a collection of steel towers.
Tower companies have become an essential part of the economics of mobile expansion. Multiple operators can colocate equipment on the same structure, spreading infrastructure costs across tenants and reducing the need to build competing towers in the same locations.
IHS has continued expanding its Nigerian network and renewed master lease agreements with both Airtel Nigeria and MTN Nigeria — with the MTN agreement running to 2032 and the Airtel agreement to 2031.
That makes the ownership question particularly sensitive.
A change in ownership does not automatically change the contractual rights of rival operators, but it does put the commercial relationship between infrastructure owner and network operators under a different corporate structure.
For regulators, the challenge will be ensuring that MTN’s ownership of IHS does not translate into preferential access, pricing advantages or other barriers for competitors.
The contradiction at the centre of the deal
MTN’s original tower strategy was based on separation: the mobile operator could use infrastructure without owning and operating it.
Its 2026 strategy is based on reintegration: owning the infrastructure can allow MTN to capture more of the economics and exercise greater control over assets it regards as strategically important.
Nigeria’s regulator is now imposing a third model.
MTN can take control of IHS globally, but in Nigeria it must surrender up to 30% of the local business to other investors.
The result is a compromise between two competing objectives: allowing MTN to pursue a transaction it says will generate efficiencies and value, while preventing the country’s largest mobile operator from gaining unrestricted control over infrastructure used by its rivals.
The transaction is therefore not simply a $6.2 billion corporate takeover. It is also a test of how Nigeria intends to govern ownership of the physical infrastructure beneath its digital economy.
And the outcome will depend on what happens after the approval: who buys the 30% stake, how the sell-down is structured, and whether regulators can ensure that shared infrastructure remains genuinely available on competitive terms.
