The board of IHS Holding Limited has unanimously approved MTN Group's proposal to acquire the telecom tower company in a $2.2 billion deal that would take one of Africa's largest digital infrastructure providers private.
In a Schedule 13E-3 filing submitted to the U.S. Securities and Exchange Commission on Tuesday, May 19, IHS confirmed that shareholders will vote on the proposed acquisition at an extraordinary general meeting in London scheduled for later this year.
Deal Structure and Terms
Under the acquisition agreement, MTN Group will purchase all outstanding IHS shares for $8.50 per share in cash through its subsidiaries Mobile Telephone Networks (Netherlands) B.V. and Sub-Merger Co. The transaction would result in IHS becoming a wholly owned subsidiary of MTN and delisting from the New York Stock Exchange.
The IHS board stated in the SEC filing that it determined the merger and related transactions are "in the best interests of the company" and that the share price represents at least fair value for investors.
"The board unanimously authorised and approved the execution, delivery and performance of the merger agreement," the filing stated.
Strategic Context for African Telecom
The proposed acquisition reflects a broader trend among African telecom operators seeking greater control over critical infrastructure amid rising network costs and currency volatility. The deal would mark a significant shift for IHS, which has positioned itself as an independent infrastructure provider serving multiple operators across Africa, the Middle East, and Latin America.
Recent moves by other major African telecom companies illustrate this infrastructure consolidation trend. In February 2024, Airtel launched Airtel Africa Fibre to directly manage its 70,000km terrestrial fibre network. Safaricom followed suit in August 2025, taking direct control of power systems at its sites and deploying large-scale solar infrastructure rather than relying on traditional tower-management contracts.
Shareholder Vote Requirements
The merger requires approval from at least two-thirds of votes cast at the extraordinary general meeting to proceed. MTN already appears to have secured substantial backing for the transaction through existing shareholdings and agreements.
Through a voting and support agreement signed on February 17, 2026, MTN subsidiary Holdings committed to vote its 85.2 million shares in favour of the transaction. These shares represented approximately 21.1% of IHS's voting power as of April 8, 2026, according to the SEC filing.
If the acquisition completes, each outstanding ordinary share of IHS will be cancelled and converted into the right to receive $8.50 in cash, excluding shares already owned by MTN affiliates, treasury shares, and shares held by shareholders exercising dissent rights under Cayman Islands law.
Employee Stock Awards
The filing outlined specific provisions for employee compensation under the merger. Restricted stock units and performance stock units under IHS's 2021 incentive plan will be fully accelerated and converted into cash payments based on the $8.50 share price.
The transaction continues the consolidation trend in Africa's telecommunications infrastructure sector, as operators seek to reduce costs and improve service delivery through direct ownership of critical network assets. For more coverage of telecommunications developments across Africa, visit our news section.