MTN Nigeria has cleared another important regulatory hurdle in its plan to acquire IHS Towers’ Nigerian operations after the Nigerian Communications Commission (NCC) granted the telecom operator a conditional Approval-in-Principle (AiP).

The approval, granted in July 2026, brings MTN closer to completing MTN Group’s planned $2.2 billion acquisition of the remaining stake in IHS Towers. However, the transaction is not yet fully approved in Nigeria.

The NCC said MTN must first satisfy a number of regulatory requirements before final approval can be issued.

NCC Sets Conditions for MTN

According to the telecom regulator, MTN Nigeria's AiP comes with several safeguards.

Among the requirements are compliance with the NCC’s corporate governance rules and a commitment that existing contracts with IHS Towers customers will not be changed because of the acquisition.

The regulator has also prohibited the transaction from creating an exclusive arrangement for MTN.

This is particularly important because IHS operates infrastructure that is used by several telecom operators across Nigeria, including companies competing directly with MTN.

The NCC is also requiring MTN Nigeria to submit an investment plan containing measurable targets that will allow the regulator to monitor the company’s commitments.

Final approval will only be granted once the NCC is satisfied that these conditions have been met.

Why IHS Towers Matters to MTN

IHS Towers is one of Africa's largest independent telecommunications infrastructure companies.

Across five major African markets, the company operates approximately 28,000 tower sites.

Nigeria accounts for more than half of those African assets, with around 15,848 sites.

Its other major African markets include:

  • South Africa — about 5,696 sites
  • Côte d’Ivoire — about 2,672 sites
  • Cameroon — about 2,426 sites
  • Zambia — about 2,023 sites

Acquiring control of IHS would therefore give MTN significantly greater influence over a major part of the infrastructure supporting Nigeria’s telecommunications industry.

Competition Concerns Remain

The size of IHS’s Nigerian network also explains why regulators are paying close attention to the transaction.

MTN is not only one of the country's largest mobile operators; it would also become the owner of infrastructure that other operators rely on.

To address those concerns, the Federal Competition and Consumer Protection Commission (FCCPC) previously granted conditional approval requiring MTN to potentially sell up to 30% of its stake in the Nigerian IHS business to local investors.

The sell-down would be conducted on an arm’s-length commercial basis and would depend on market conditions.

MTN Group CEO Ralph Mupita said proceeds from the transaction would be used to reduce IHS's debt.

Protecting Access for Rival Operators

The NCC's conditions are also designed to prevent MTN's ownership of IHS from limiting competitors' access to telecom infrastructure.

By requiring existing agreements to remain intact and prohibiting exclusivity, the regulator is effectively seeking to ensure that other telecom companies can continue using IHS tower sites on existing commercial terms.

This could become increasingly important as Nigeria's mobile operators invest in expanding network coverage and improving service quality.

The Deal Goes Beyond Nigeria

The proposed acquisition is not limited to Nigeria.

MTN Group announced plans to acquire the remaining IHS shares in a transaction that values the tower company at approximately $6.2 billion in enterprise value.

Because IHS operates in several African markets, the wider transaction is also subject to regulatory reviews in countries including South Africa, Côte d’Ivoire, Cameroon and Zambia.

Authorities in those markets may assess the effects of the ownership change on competition and access to critical telecom infrastructure.

MTN Moves Closer to Closing the Deal

IHS shareholders have already approved the transaction, while MTN has secured conditional competition clearance in Nigeria.

The NCC’s Approval-in-Principle represents another significant step, but it is not the final regulatory green light.

MTN must still demonstrate compliance with the NCC's conditions before final approval can be issued.

The company expects the broader acquisition to close in the second half of 2026, subject to the remaining regulatory and transaction requirements.

If completed, the deal would significantly change MTN’s position in Africa’s telecom infrastructure market, particularly in Nigeria, where IHS operates the majority of its African tower portfolio.