IHS Holding Limited’s board has backed a plan for Mtn Group to acquire the telecom tower company for $2.2 billion, the firm disclosed in a Schedule 13E-3 filing to the U.S. Securities and Exchange Commission on Tuesday, May 19.
Under the deal, Mtn Group, through subsidiaries Mobile Telephone Networks (Netherlands) B.V. and Sub-Merger Co, will pay $8.50 in cash for each outstanding IHS share if shareholders approve the transaction at an extraordinary general meeting in London later this year. If the acquisition is completed, IHS will become a wholly owned subsidiary of Mtn and will be delisted from the New York Stock Exchange.
The weight of the announcement is in the numbers and the commitments already on record. The IHS board said it unanimously authorised and approved the merger agreement and concluded the $8.50-per-share consideration “represents at least fair value” for shareholders. At least two-thirds of votes cast at the London meeting must support the transaction for it to proceed.
Mtn’s hand going into the vote is strengthened by a voting and support agreement signed on February 17, 2026, under which an Mtn subsidiary 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. Oranje-Nassau Développement, the investment vehicle linked to French investment group Wendel, has also agreed to support the merger, controlling about 63 million shares, roughly 19.6% of voting power. Together those blocs account for more than 40% of voting rights ahead of the shareholder meeting.
The filing lays out how shares will be treated if the deal closes: each outstanding ordinary share of IHS will be cancelled and converted into the right to receive $8.50 in cash, excluding shares owned by Mtn affiliates, treasury shares, and shares held by shareholders exercising dissent rights under Cayman Islands law. Restricted stock units and performance stock units under IHS’s 2021 incentive plan will be fully accelerated and converted into cash payments based on the $8.50 price.
Brand Spur’s reporting, cited in IHS’s disclosures, places the proposed transaction at an implied equity valuation of approximately $2.9 billion, excluding IHS’s Latin American operations. Brand Spur also reported that Mtn plans to fund the deal with roughly $1.1 billion drawn from IHS’s existing balance sheet and another $1.1 billion from Mtn liquidity reserves and debt facilities.
The acquisition would transfer control of one of the region’s largest independent tower operators to a major operator. Brand Spur reports that IHS manages about 28,700 telecom towers across Africa, the Middle East and Latin America, including nearly 15,942 towers in Nigeria where IHS is estimated to control about 41 percent of the market. Mtn already operates in all of IHS’s African markets, including Nigeria, South Africa, Cameroon, Côte d’Ivoire and Zambia, and is one of IHS’s largest customers and shareholders.
Context matters here: IHS has marketed itself as an independent infrastructure provider since its 2021 listing on the New York Stock Exchange. Moving the company from a public structure to a wholly owned Mtn subsidiary would remove that independence and the visibility that comes with a U.S. listing. IHS’s board framed the merger and related transactions as being in the company’s best interests when it recommended the deal to shareholders.
The friction point is concrete. Even with the two committed blocs representing more than 40 percent of voting rights, the transaction still requires at least two-thirds of votes cast to carry. That means shareholders controlling roughly an additional 26 to 27 percentage points of voting power must back the deal at the meeting for it to succeed. Whether remaining institutional and retail holders will coalesce behind the $8.50 offer is the central unanswered variable.
The coming weeks will focus on that arithmetic. Shareholders will decide later this year whether to accept a cash exit that would delist IHS from the NYSE and fold its 28,700 towers into Mtn’s control. The outcome will determine whether Mtn solidifies ownership of a tower portfolio that overlaps heavily with its operating footprint or whether IHS remains an independent, publicly traded infrastructure company. In the meantime, Mtn’s strategic moves elsewhere—such as the reported sale of MTN Nigeria’s fintech arm to Mtn Group—underscore a push to consolidate assets under the group as it lines up the financing and shareholder support needed to close the transaction (see Momo: MTN Nigeria to sell fintech arm to MTN Group for N152.06 billion —
