LAGOS, Aug 28 – MTN has received conditional approval from Nigeria’s telecommunications regulator for its proposed $2.2 billion acquisition of the remaining stake in IHS Towers, bringing the deal closer to completion but leaving the company with further regulatory conditions to meet.
The Nigerian Communications Commission (NCC) granted MTN Nigeria an Approval-in-Principle (AiP) in mid-July, according to Nnena Ukoha, the regulator’s director of public affairs. She confirmed the approval in a statement to TechCabal on Tuesday, August 25.
The approval is subject to safeguards and regulatory conditions, with the NCC saying final approval will only be issued after MTN Nigeria demonstrates that it has met the requirements.
Among the conditions is compliance with the NCC’s corporate governance guidelines. MTN must also ensure that existing contracts are not amended because of the transaction and that the acquisition does not give the company exclusive access to IHS infrastructure.
The regulator has also required MTN Nigeria to submit an investment plan containing clear and measurable milestones.
The conditions are significant because IHS Towers operates critical telecom infrastructure used by several operators, including MTN’s competitors. The NCC’s requirements are intended to prevent the acquisition from limiting competitors’ access to tower sites or changing existing commercial arrangements.
MTN Group plans to acquire the remaining shares of IHS Towers in a transaction that values the tower company at an enterprise value of about $6.2 billion. The proposed acquisition, worth approximately $2.2 billion, would give MTN control of IHS Towers’ operations in Nigeria and other major African markets.
IHS operates about 28,000 towers across five key African markets. Nigeria accounts for about 15,848 sites, more than half of its African portfolio. The company also operates about 5,696 sites in South Africa, 2,672 in Côte d’Ivoire, 2,426 in Cameroon and 2,023 in Zambia.
The deal has already received approval from IHS Towers shareholders and conditional clearance from Nigeria’s Federal Competition and Consumer Protection Commission (FCCPC).
The FCCPC’s approval requires MTN to sell down up to 30% of its stake in IHS Towers’ Nigerian business to local Nigerian investors on an arm’s-length commercial basis, subject to market conditions.
MTN Group Chief Executive Ralph Mupita said the company had completed its engagement with the FCCPC and secured the conditional approval. He said proceeds from the sell-down would be used to reduce IHS’s debt.
The NCC’s approval is separate from the FCCPC’s competition clearance, meaning MTN still needs to meet the telecom regulator’s conditions before receiving final approval for the Nigerian component of the transaction.
The acquisition also remains subject to applicable competition and telecommunications reviews in South Africa, Côte d’Ivoire, Cameroon and Zambia.
MTN said regulatory reviews across its operating footprint are either complete or in progress and expects to close the acquisition in the second half of 2026.
