MTN Group, Africa’s largest telecom operator, has moved closer to taking full control of IHS Towers after South Africa’s Competition Commission recommended that the Competition Tribunal approve the proposed transaction, subject to conditions aimed at protecting competition, customers, jobs and historically disadvantaged persons. The recommendation represents another regulatory step toward MTN’s planned $2.2 billion acquisition.

Conditions protect customers

The commission said the proposed conditions are designed to protect jobs, historically disadvantaged persons’ ownership and existing customer rights. They also require fair negotiations when current lease agreements are renewed and seek to ensure mobile network operators receive infrastructure access on fair, equitable and nondiscriminatory terms.

The conditions would also prevent MTN South Africa from receiving preferential treatment and protect competitively sensitive customer information. The commission said non-MNO customers of IHS must not be disadvantaged, while new tower sites should continue supporting participation by small, medium and micro enterprises and historically disadvantaged persons.

MTN targets full ownership

MTN agreed earlier this year to acquire the IHS shares it does not already own at $8.50 (R141.5) per share. The transaction would increase MTN’s ownership from about 24.7% to 100%, taking IHS private following the completion of required regulatory approvals and other conditions.

MTN South Africa sold 5,701 towers to IHS in 2022 for R6.4 billion ($384.4 million), in cash, excluding lease liabilities of R4.6 billion ($276.8 million)). The proposed buyback would return those assets, alongside IHS’s remaining tower portfolio in MTN’s key African markets, to the telecom group.

Deal carries $2.2 billion price

MTN said it expects to pay about $2.2 billion (R36.44 billion), for the outstanding IHS shares. Funding will combine cash and debt, including about $1.1 billion from IHS’s balance sheet, alongside MTN’s available liquidity and additional borrowing.

The telecom group said bringing the tower assets back into its ownership would allow it to internalize the margin currently paid to IHS. MTN also expects the deal to provide greater cost predictability and give it access to current and future third-party revenue from the infrastructure.

Regulatory approvals continue

MTN Group Chief Sustainability and Corporate Affairs Officer Nompilo Morafo said the commission’s referral was customary for a transaction of this nature. She said the parties had offered conditions intended to address competition and public-interest concerns, describing the recommendation as an important milestone after approvals elsewhere.

Those approvals include an in-principle decision from the Nigerian Communications Commission, as well as approvals from Zambia’s communications regulator. The Common Market for Eastern and Southern Africa has also approved the Zambian portion of the transaction, according to Morafo.

IHS reshapes its portfolio

IHS Towers, founded by Sam Darwish in 2001, operates nearly 29,000 towers across Africa and other markets. The company reported $844 million in revenue from continuing operations for the six months ended June 30, 2026, up from $780.3 million a year earlier.

MTN Group, Africa’s largest telecom services provider, has risen into Africa’s most dominant telecom operator, serving more than 317 million subscribers across 19 markets. MTN reported service revenue of R115.32 billion ($6.93 billion), for the first half of 2026, up 9.7% from a year earlier. Profit after tax fell to R12.05 billion (($724.28 million) from R12.57 billion ($755.54 million), while the group continued investing in connectivity, fintech and digital infrastructure.