MTN Nigeria Communications Plc announced it will sell Y’ello Digital Financial Services and a 60% stake in MoMo Payment Service Bank to MTN Group in a transaction valued at N152.06 billion, the company disclosed in an FAQ to shareholders ahead of its April 30, 2026 annual meeting.
The deal would give MTN Group, through MTN Group Fintech B.V., majority ownership of the two fintech subsidiaries while MTN Nigeria would retain a 40% stake, and the company said the transaction will be presented to shareholders for approval at the AGM.
MTN Nigeria put the structure of the transaction plainly: "MTN Group (via MTN Group Fintech B.V.) will invest N1 52.06 billion for a 60% stake in the Fintech Subsidiaries," the company said in the FAQ.
KPMG issued an independent fairness opinion on the valuation and described the agreed valuation of N95.5 billion as fair and reasonable, a report accompanying the disclosure said, and MTN Nigeria noted that valuation represents a 2.1x premium to the fintech companies’ carrying value as of December 2025.
The company said the transaction will be executed through a combination of fresh capital injection into the fintech subsidiaries and a secondary acquisition of shares directly from MTN Nigeria, and that completion is targeted on or before December 31, 2026, subject to necessary approvals.
After closing, both parties will transfer their stakes into a new holding company to be registered with the Central Bank of Nigeria, MTN Nigeria said, a step it described as part of a broader restructuring to separate fintech from its core telecommunications operations.
MTN Nigeria said MoMo Payment Service Bank and Y’ello Digital Financial Services are the two subsidiaries driving its fintech revenue, and that while it has fully funded the fintech businesses to date, their continued growth will require substantial additional capital — a gap MTN Group's investment is intended to fill as part of the group's Ambition 2030 strategy.
Press coverage ahead of the meeting flagged the governance question shareholders must address. TechCabal reported that shareholders are set to vote on Thursday on a related-party transaction involving MoMo Payment Service Bank Limited and Y’ello Digital Financial Services Limited, and that MTN Group will inject ₦152.06 billion in exchange for the 60% stake.
The matter contains built-in tensions for investors. MTN Nigeria says shareholders’ holdings in the listed telecom will remain unchanged if the transaction is approved, but the vote asks investors to accept a transfer of majority control in the fintech units to the parent group while the telecom retains a minority stake — and to approve a deal that values the finteches at a 2.1x premium to their December 2025 carrying value.
Timing and regulatory steps add another layer of uncertainty: completion depends on approvals and on the formation and registration of the new fintech holding company with the Central Bank of Nigeria before the December 31, 2026 target, all after a single shareholder vote at the April 30 AGM.
If shareholders approve the restructuring on April 30, MTN Nigeria will hand majority governance of its fintech engine to MTN Group and lean on the new capital to support fintech growth, while freeing MTN Nigeria to concentrate capital allocation on its connectivity business, protect its balance sheet and sustain shareholder returns, the company said.
For context beyond the corporate vote, see Dele Momodu warns 2027 race will be a war, urges youths to vote —
