FCCPC clears MTN’s $6.2bn IHS takeover with 30% sell-down

MTN Group has secured conditional approval from Nigeria’s Federal Competition and Consumer Protection Commission (FCCPC) for its proposed $6.2 billion acquisition of IHS Holding Limited, with the regulator requiring MTN to sell down up to 30 per cent of the Nigerian component of the acquired business over time.

The approval, disclosed in MTN Group’s half-year 2026 financial results, removes a major regulatory hurdle to a transaction that could significantly expand the telecoms group’s control over critical tower infrastructure across Africa.

MTN said the FCCPC approval is subject to the gradual sale of up to 30 per cent of its ownership in the Nigerian component of IHS at market prices.

“The remaining conditions are principally regulatory, with approvals received from the Nigerian Federal Competition and Consumer Protection Commission (FCCPC) and several others, with other approvals underway or imminent,” the group said.

On Nigeria, MTN said: “Conditional approval of the transaction has been received. This is conditional on MTN Group selling down up to 30% of the Nigerian component of the IHS business at market prices over time. MTN is comfortable with the conditions as set out.”

The transaction remains a strategic priority for MTN in the second half of 2026, with the group expecting the acquisition to strengthen its long-term earnings profile, revenue growth and free cash flow generation.

The FCCPC decision follows approval by IHS shareholders at an extraordinary general meeting on August 4, 2026, where the required two-thirds majority approved the proposed transaction.

MTN first announced the acquisition on February 17, 2026, as an all-cash transaction to acquire all outstanding shares of IHS Holding, with plans to take the tower company private and operate it as a wholly owned subsidiary.

MTN already holds a significant minority stake in IHS and has maintained a long commercial relationship with the tower operator across several African markets.

The proposed acquisition would effectively reverse MTN’s earlier strategy of monetising telecommunications infrastructure through sale-and-leaseback arrangements.

MTN has previously sold thousands of towers to IHS while retaining access through long-term lease agreements, including a 2022 transaction in South Africa involving more than 5,700 sites.

Bringing the assets back under MTN’s ownership would give the telecoms group greater control over infrastructure that supports network availability, expansion and future technology deployment.

The transaction has attracted regulatory attention because telecommunications towers are regarded as critical infrastructure with implications for competition, national security and the resilience of digital networks.

Earlier this year, Minister of Communications, Innovation and Digital Economy, Bosun Tijani, said the Federal Government would subject the transaction to a comprehensive review because of its potential impact on competition and critical infrastructure management.

The FCCPC’s condition therefore allows the transaction to advance while preserving a degree of competition in the Nigerian tower market through the required sell-down.

If completed, the $6.2 billion acquisition would rank among Africa’s largest telecommunications infrastructure transactions, while significantly increasing MTN’s direct control over network assets across its operating markets.

The next phase will depend on remaining regulatory approvals and MTN’s ability to implement the FCCPC’s ownership condition as the transaction moves towards completion.