The Federal Government has launched a regulatory probe into the $2.2bn acquisition of IHS Holding Limited by MTN Group, signalling heightened scrutiny of what analysts describe as one of the most consequential infrastructure consolidations in Africa’s telecom sector.
The Minister of Communications, Innovation and Digital Economy, Bosun Tijani, announced on Tuesday that the government would conduct a comprehensive review of the transaction to ensure it does not undermine competition, consumer interests or long-term sector sustainability.
MTN had earlier disclosed that it reached an agreement to acquire the remaining 75.3 per cent stake in IHS in an all-cash deal valued at $2.2bn. The telecom giant currently owns 24.7 per cent of the tower company.
Upon completion of the deal, MTN will assume full ownership of IHS’ African tower portfolio, gaining control of 28,702 towers across Nigeria, South Africa, Côte d’Ivoire, Cameroon and Zambia.
IHS also provides infrastructure services to 10 out of 13 mobile network operators in Africa and operates more than 10,000 kilometres of fibre optic cables in Nigeria.
FG Raises Competition, Infrastructure Concerns
Tijani said the review would be undertaken in collaboration with relevant regulatory authorities to assess the implications of the acquisition on market structure and infrastructure control.
“We will undertake a thorough assessment of this development to review its impact on the sector,” the minister stated, adding that telecommunications infrastructure remains critical to national security, economic growth, financial inclusion and digital innovation.
According to him, the evaluation would focus on protecting consumers, safeguarding investments and preserving the long-term stability of Nigeria’s telecommunications ecosystem.
Industry stakeholders say the consolidation could significantly reshape the competitive landscape, particularly in Nigeria where tower infrastructure underpins mobile connectivity, broadband expansion and emerging 5G deployment.
MTN Seeks Strategic Control
In its statement, MTN described the transaction as a strategic move aimed at reducing exposure to macroeconomic volatility, including foreign exchange fluctuations, inflationary pressures and rising energy costs.
The company disclosed that the offer price of $8.50 per share represents a 9.7 per cent premium to IHS’ 30-day volume weighted average price as of February 4.
MTN noted that IHS derives about 70 per cent of its revenue from the telecom operator through tower lease payments.
By internalising these leases, MTN said it would unlock value, improve cost efficiency and strengthen its digital infrastructure strategy across Africa.
The acquisition will be financed with approximately $1.1bn from cash on IHS’ balance sheet at completion, while the remaining $1.1bn will be sourced from MTN’s existing liquidity and debt facilities. The company said no new equity would be issued.
Following completion, IHS is expected to be delisted from the New York Stock Exchange.
Regulatory Hurdles Ahead
The transaction, structured under Cayman Islands law through a statutory merger, remains subject to regulatory approvals, including filings with the United States Securities and Exchange Commission and other competition authorities.
MTN classified the acquisition as a Category 2 transaction under the Johannesburg Stock Exchange listing requirements, meaning shareholder approval is not mandatory.
The company expects the deal to close in 2026, subject to the fulfilment of conditions precedent.
Strategic Implications
Experts say full ownership of tower infrastructure would allow MTN to integrate fibre networks, passive tower assets, radio spectrum and data centres into a unified digital ecosystem, potentially accelerating network densification and supporting expanded 5G and Fixed Wireless Access rollout.
However, regulatory authorities are expected to closely examine concerns over market dominance, pricing dynamics and concentration of critical telecom assets under a single operator.
The outcome of the Federal Government’s probe may ultimately determine whether the acquisition strengthens Nigeria’s broadband ambitions — or triggers stricter competition safeguards in the country’s rapidly evolving telecommunications sector.
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