MTN Group has moved closer to taking full ownership of IHS Towers after South Africa’s Competition Tribunal approved the proposed acquisition of the shares it does not already own, subject to conditions designed to protect competition, customers and jobs.

The transaction will see MTN acquire the remaining roughly 74% of IHS Towers for approximately $2.2 billion, taking its ownership of the telecommunications infrastructure company to 100%.

MTN currently owns about 26% of IHS. The proposed acquisition, announced in February 2026, is part of the telecom giant’s broader strategy to bring critical infrastructure back under its control as demand for mobile connectivity, 5G and other digital services continues to grow across Africa.

South Africa puts conditions on the deal

The Competition Tribunal’s approval is not unconditional.

South Africa’s Competition Commission had identified competition and public-interest concerns around the transaction and recommended approval with safeguards. The Tribunal subsequently approved the deal with conditions aimed at preventing MTN from using ownership of IHS to disadvantage competing network operators and other customers.

Among the requirements are provisions for fair, equitable and non-discriminatory access to IHS infrastructure. Existing customers must also have their rights protected, while lease renewals are expected to be negotiated fairly.

The conditions also seek to prevent preferential treatment for MTN South Africa, protect competitively sensitive customer information and maintain IHS as an operationally independent business.

The regulatory framework additionally includes measures relating to jobs, historically disadvantaged persons and opportunities for small and medium-sized businesses in the development of new tower sites.

The safeguards are significant because IHS is not simply an infrastructure provider for MTN. Its towers are shared by multiple telecommunications operators, meaning MTN's full ownership could potentially create concerns about how competing operators access infrastructure that is ultimately controlled by one of their biggest rivals.

Why MTN wants the towers back

The deal represents a major shift in how MTN manages its infrastructure.

Telecom operators around the world have increasingly separated passive infrastructure such as towers from their core network operations. Selling towers to specialist infrastructure companies can provide operators with upfront capital while allowing them to continue using the sites through long-term leases.

MTN itself followed this model.

In 2022, MTN South Africa sold thousands of passive tower sites to IHS, allowing the tower company to take ownership while MTN continued to use the infrastructure.

Four years later, MTN is effectively attempting to reverse that arrangement on a much larger scale.

MTN has argued that bringing IHS back into the group would allow it to internalise infrastructure margins that are currently paid to the tower company, improve cost predictability and unlock value from the assets.

The company also expects the transaction to support additional third-party revenue while strengthening its position around critical digital infrastructure.

IHS gives MTN control of a major African tower network

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

The company has approximately 28,000 towers in its current portfolio, according to its corporate history, while MTN's acquisition announcement described IHS as having nearly 29,000 towers across Africa serving multiple mobile network operators.

The infrastructure is strategically important because mobile towers sit underneath much of Africa's digital economy.

Every additional mobile subscriber, higher data consumption, 4G or 5G deployment and expansion of wireless broadband depends on physical network infrastructure capable of carrying that traffic.

For MTN, owning more of that infrastructure could therefore give the group greater control over one of the recurring costs associated with operating its networks.

A deal years in the making

MTN formally announced its agreement to acquire IHS in February 2026 after IHS's board accepted an offer of $8.50 per share.

The transaction valued IHS at approximately $6.2 billion on an enterprise-value basis, although MTN's consideration for the shares it did not already own was approximately $2.2 billion.

MTN said the acquisition would be financed using approximately $1.1 billion from IHS's balance sheet, together with MTN's available liquidity and debt.

IHS shareholders subsequently approved the transaction in August, while regulatory approvals have been progressing across the markets involved.

Nigeria has also been part of the regulatory process. MTN said in August that the transaction had received approval from several regulators, including Nigeria's Federal Competition and Consumer Protection Commission.

That approval came with a condition requiring MTN to sell down 30% of IHS Nigeria to Nigerian investors, subject to market conditions and an arms-length commercial process.

The South African approval therefore removes another major regulatory hurdle, although the transaction still has to satisfy its remaining closing requirements before the acquisition is completed.

The strategic shift behind the acquisition

MTN's IHS transaction is bigger than simply buying telecommunications towers.

It reflects a broader shift among African telecom operators toward controlling more of the infrastructure that supports their networks.

Mobile data consumption continues to rise across the continent, while operators are simultaneously investing in 4G expansion, 5G, fixed wireless access and other connectivity services.

That creates a difficult balance for telecom companies: they need to keep expanding infrastructure while managing the cost of doing so.

Owning a major tower portfolio could give MTN more control over that equation.

Instead of paying an external infrastructure company for the use of towers, MTN would own the infrastructure while continuing to earn revenue from other operators and customers that use the same assets, subject to the regulatory conditions.

That creates the potential for MTN to operate both as a network operator and as an infrastructure owner.

The competition question will remain important

The biggest issue surrounding the acquisition is not whether MTN can benefit from owning IHS. It is how that ownership affects everyone else using the infrastructure.

Tower companies exist partly because multiple operators can share the same infrastructure instead of each building separate towers.

Once a major network operator owns that infrastructure provider, regulators have to ensure that competitors can still access the towers on fair terms.

That is why the South African conditions place particular emphasis on non-discriminatory access, lease negotiations, customer rights and operational independence.

The success of the transaction will therefore depend not only on whether MTN can extract financial value from the acquisition, but also on whether IHS can continue functioning as infrastructure that serves multiple operators without creating an unfair advantage for MTN.

What happens next?

With South Africa's Competition Tribunal approval secured, MTN is now closer to completing the acquisition and taking IHS Towers private.

The original transaction is expected to result in IHS becoming a wholly owned subsidiary of MTN, with its public listing ending once the merger is completed.

For MTN, the next phase will be about integrating the infrastructure business while meeting the regulatory obligations attached to the acquisition.

For competitors and IHS customers, the focus will likely be on whether access remains fair and whether the tower business continues to operate independently enough to prevent preferential treatment.

For Africa's telecommunications industry, the deal could mark a notable return of critical passive infrastructure to a major network operator.

MTN's IHS acquisition shows that telecom infrastructure is becoming too strategically important for operators to treat it simply as a cost centre.

The company is effectively moving from being primarily a customer of tower infrastructure to becoming its owner and operator.

That could improve MTN's control over costs and network expansion while creating another source of infrastructure revenue. But the regulatory conditions show why the strategy is complicated: the same towers that MTN wants to control are also important to its competitors.

The real test will therefore come after the acquisition closes.

If MTN can capture the financial and operational benefits of owning IHS while maintaining fair access for other operators, the transaction could reshape how major African telecom groups think about infrastructure ownership.

For now, the South African approval puts MTN one significant step closer to bringing the towers back into its fold.