STOCK TITAN

MTN to acquire IHS Towers (NYSE: IHS) in $6.2B all-cash deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

IHS Holding Limited has agreed to be acquired by MTN Group Limited for $8.50 per ordinary share in cash, valuing IHS Towers at an enterprise value of approximately $6.2 billion. The price reflects a premium of about 239% to the share price at the announcement of IHS’s strategic review on March 12, 2024, 36% to the 52-week volume-weighted average price, and 3% to the unaffected closing price of $8.23 on February 4, 2026. IHS’s board unanimously approved the merger agreement and will recommend that shareholders vote in favor. MTN and long-term shareholder Wendel have committed or indicated support, covering more than 40% of shares. The deal, expected to close in 2026, is subject to shareholder and regulatory approvals and certain financial conditions, including minimum cash on hand and completion of announced Latin American tower and fiber asset sales. After closing, IHS will be delisted and become a wholly owned MTN subsidiary.

Positive

  • Large cash premium for shareholders: MTN will pay $8.50 per IHS share in cash, valuing the company at about $6.2 billion and delivering an approximate 239% premium to the share price at the start of IHS’s March 12, 2024 strategic review and 36% to the 52-week VWAP.
  • Deal certainty supported by anchor holders and funding plan: IHS’s board unanimously approved the transaction, MTN and Wendel support or have agreed to vote more than 40% of shares in favor, and funding is structured through MTN’s equity rollover, about $1.1 billion of MTN cash, about $1.1 billion of IHS cash, and existing IHS debt.

Negative

  • Execution risk from extensive conditions and required asset sales: Closing in 2026 depends on two-thirds shareholder approval, multiple regulatory and antitrust clearances, strict cash and debt conditions, and successful completion of announced Latin American tower and fiber divestitures, any of which could delay or jeopardize the transaction.
  • Loss of public listing and liquidity: Upon completion, IHS’s ordinary shares will be delisted from the New York Stock Exchange and the company will become a wholly owned MTN subsidiary, eliminating ongoing public-market liquidity and upside participation for current minority shareholders after receiving the cash consideration.

Insights

All-cash MTN buyout offers a very large premium but carries execution and regulatory risk.

IHS Towers agreed to an all-cash acquisition by MTN Group at $8.50 per share, implying an enterprise value of about $6.2 billion. The consideration represents a roughly 239% premium to IHS’s share price at the start of its strategic review, delivering substantial value uplift for existing shareholders.

The merger is conditioned on at least two-thirds shareholder approval, specified antitrust and regulatory clearances, and strict financial tests, including a required cash pool of $998,123,782 and minimum operating cash of $355,000,000. IHS’s ability to meet these depends partly on completing announced sales of Latin American tower and fiber operations.

Funding will come from MTN rolling over its approximately 24% fully diluted stake, about $1.1 billion of MTN cash, about $1.1 billion of IHS cash, and existing IHS debt. Investors will watch shareholder voting outcomes and progress on asset disposals and regulatory approvals through 2026, when closing is expected.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2026

 

Commission File Number 001-40876

 

IHS Holding Limited

(Translation of Registrant’s name into English)

 

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F ¨

 

 

 

 

 

Transaction Agreements

 

Agreement and Plan of Merger

 

On February 17, 2026, IHS Holding Limited, an exempted company with limited liability registered by way of continuation in the Cayman Islands (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTN Group Limited, a company incorporated under the laws of South Africa (“Parent”), Mobile Telephone Networks (Netherlands) B.V., a company incorporated under the laws of the Netherlands (“Holdings”), and Sub-Merger Co, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Holdings (“Merger Sub”, and collectively with Holdings and Parent, the “Parent Parties”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands (the “CICA”), Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving company in the Merger (the “Surviving Company”).

 

The Company’s board of directors (the “Company Board”) has unanimously approved the entry into and the performance of the Merger Agreement, the plan of merger to be executed and delivered by the Company and Merger Sub under the CICA as provided by the terms of the Merger Agreement (the “Plan of Merger”), and the Merger and the Transactions (as defined below) and recommended that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger, the Merger and the Transactions at the Company Shareholders Meeting (as defined below).

 

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and the Transactions, and without any action on the part of the Company, the Parent Parties or the holders of any securities of the Company:

 

  each ordinary share, par value $0.30 per share, of the Company (each, an “Ordinary Share” and collectively, the “Ordinary Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Ordinary Shares held in the Company’s treasury, owned by Parent or any of its affiliates or subsidiaries (including Merger Sub) but excluding Holdings, or owned by any direct or indirect wholly owned subsidiary of the Company, which will be treated in accordance with the Merger Agreement, (ii) Ordinary Shares held by shareholders of the Company who shall have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the CICA, which will be treated in accordance with the Merger Agreement, and (iii) Ordinary Shares owned by Holdings immediately prior to the Effective Time (“Holdings Shares”)) will be cancelled, no longer be outstanding, and will automatically cease to exist and have any rights with respect thereto, except the right to receive $8.50 in cash per Ordinary Share (the “Per Share Merger Consideration”), without interest thereon, payable in accordance with the Merger Agreement; and

 

  (i) each of the Holdings Shares shall remain issued and outstanding and shall not be affected by the Merger and (ii) each ordinary share, par value $1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled, no longer issued and outstanding, and will automatically cease to exist, and no consideration will be delivered in exchange therefor.

 

The Per Share Merger Consideration is expected to be financed with cash and debt facilities of Parent and its affiliates and with cash of the Company and its subsidiaries.

 

If the Merger is consummated, the Ordinary Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will become a privately held company.

 

 

 

 

Treatment of Company Equity Awards

 

The Merger Agreement provides that, effective as of immediately prior to the Effective Time, by virtue of the Merger and the Transactions, and without any action on the part of the Company, the Parent Parties, any holders of any securities of the Company or any other person:

 

  each restricted stock unit award relating to the Ordinary Shares (each, a “Company RSU”) that is outstanding and either vested but unsettled, or unvested, as of immediately prior to the Effective Time (whether held by a current or former employee or other individual service provider of the Company or any of the Company’s subsidiaries) shall, in each case, without any regard to vesting conditions, be fully accelerated and thereafter cancelled, with the holder of such Company RSU becoming entitled to receive at the Effective Time, in full satisfaction of the rights of such holder with respect thereto, without interest thereon and subject to applicable withholding Taxes, an amount of cash equal to the product of (i) the Per Share Merger Consideration and (ii) the total number of Ordinary Shares subject to such Company RSU as of immediately prior to the Effective Time; and

 

  each performance stock unit award relating to the Ordinary Shares (each, a “Company PSU”) that is outstanding and either vested but unsettled, or unvested, as of immediately prior to the Effective Time (whether held by a current or former employee or other individual service provider of the Company or any of the Company’s subsidiaries) shall, in each case, without any regard to any vesting conditions, be fully accelerated and thereafter cancelled, with the holder of such Company PSU becoming entitled to receive at the Effective Time, in full satisfaction of the rights of such holder with respect thereto, without interest thereon and subject to applicable withholding Taxes, an amount of cash equal to the product of (i) the Per Share Merger Consideration and (ii) the total number of Ordinary Shares subject to such Company PSU as of immediately prior to the Effective Time; provided that, for purposes of determining the number of Ordinary Shares subject to each Company PSU outstanding immediately prior to the Effective Time for purposes of Section 2.4(b) of the Merger Agreement, applicable performance goals will be deemed to be achieved with respect to each such Company PSU at maximum level of performance.

 

 

 

 

Conditions to Closing

 

Under the terms of the Merger Agreement, the completion of the Merger is subject to certain closing conditions, including, among others: (i) the approval of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (the “Transactions”), including the Merger, by the affirmative vote of the holders of at least two-thirds (in person or by proxy) of the voting power of Ordinary Shares, voting together as a single class, entitled to vote and actually voting at the Company Shareholders Meeting (as defined below) (the “Company Shareholder Approval”); (ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) performance by the parties of their respective obligations under the Merger Agreement in all material respects; (iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger (a “Legal Restraint”); (v) receipt of the requisite regulatory approvals under specified antitrust laws; (vi) the Company and its subsidiaries holding an amount of cash equal to $998,123,782 (subject to adjustment) to be applied towards the payment of consideration for the Merger (the “Required Cash Condition”); (vii) the Company’s operating cash amount being equal to or exceeding $355,000,000 (the “Minimum Operating Cash Condition”), which amount will be determined after deducting certain payments to be made by the Company in connection with the Transactions; (viii) the Company’s total gross indebtedness not exceeding specified amounts; and (ix) the absence of any fact, event, occurrence, violation, inaccuracy, circumstance, change, effect, event, development or other matter that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on the condition, business, assets, liabilities or results of operations of the Company and its subsidiaries or prevent, materially delay or impair the consummation by the Company of the Merger on or after the date of the Merger Agreement that is continuing as of the closing of the Merger. The completion of the Merger is not subject to any condition related to Parent’s ability to obtain financing. In addition to the foregoing conditions set forth in the Merger Agreement, the Company’s ability to satisfy some of these requirements is dependent upon the successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and February 11, 2026, respectively.

 

Non-Solicitation and Other Terms of the Merger Agreement

 

The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Parent and Merger Sub, including, among others, covenants by the Company regarding the conduct of its business during the pendency of the Transactions and other matters.

 

The Merger Agreement contains customary non-solicitation restrictions prohibiting the Company, its subsidiaries and their respective representatives from soliciting alternative acquisition proposals from third parties or providing information to or participating in discussions or negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions relating to proposals that the Company Board determines in good faith after consultation with its financial advisors and outside counsel constitute, or would reasonably be likely to lead to, a proposal by (a) a third party pursuant to which such third party would acquire, directly or indirectly, 100% of the Ordinary Shares (which threshold is determined in accordance with the terms set forth in the Merger Agreement) or (b) a single third party pursuant to which such third party would acquire, directly or indirectly, all or substantially all of the consolidated assets of the Company and its subsidiaries, in each case, (i) on terms that the Company Board has determined in its good faith judgment would be more favorable from a financial point of view to the Company’s shareholders (other than the Parent Parties and their affiliates) than the Merger (taking into account all relevant factors, including the identity of the counterparty) and (ii) it has been demonstrated to the satisfaction of the Company Board in its good faith judgment that adequate arrangements have been made with respect to financing required to consummate such proposal (a “Superior Proposal”) and that the failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable law.

 

The Company will provide to its shareholders a proxy statement describing the Merger, the Merger Agreement, the procedures for voting in person or by proxy at an extraordinary general meeting of its shareholders (the “Company Shareholders Meeting”) and various other details related to the Company Shareholders Meeting as soon as reasonably practicable after the date of the Merger Agreement in accordance with applicable law, the Company’s organizational documents and the Merger Agreement. The Company will schedule, publish notice of, and convene the Company Shareholders Meeting as soon as reasonably practicable after the clearance of the Schedule 13E-3 by the SEC in accordance with applicable law, the Company’s organizational documents and the Merger Agreement.

 

 

 

 

In addition, each of the Parent Parties and the Company have agreed to use their respective commercially reasonable efforts to promptly consummate the Transactions, including taking all actions and doing all things necessary, proper or advisable under the Merger Agreement and applicable law to consummate and make effective as promptly as practicable after February 17, 2026, the Transactions, including obtaining the requisite regulatory approvals, subject to certain limitations as set forth in the Merger Agreement.

 

Termination and Fees

 

The Company and Parent may each terminate the Merger Agreement under certain specified circumstances, including, among others, (i) if the Merger is not consummated on or before 5:00 p.m., Eastern Time, on November 17, 2026, as may be extended by mutual written consent of the Company and Parent, and as shall be extended automatically by an additional 45 days if the Required Cash Condition or the Minimum Operating Condition is not satisfied (subject to further extensions on the terms set forth in the Merger Agreement), (ii) if a final and non-appealable Legal Restraint is in effect (subject to the terminating party having used its reasonable best efforts to remove such Legal Restraint), (iii) if the Company Shareholder Approval is not obtained at the Company Shareholders Meeting (including any due adjournment thereof) to approve the Merger, (iv) under certain specified circumstances related to the other party’s breach of any representation, warranty, covenant or agreement contained in the Merger Agreement and (v) prior to the Company Shareholders Meeting, (x) solely in the case of termination by Parent, if the Company Board effects an adverse recommendation change, including, among other actions, adopting, approving or recommending an Alternative Proposal (as defined below) or failing to recommend that the Company’s shareholders give the Company Shareholder Approval (an “Adverse Recommendation Change”), or (y) solely in the case of termination by the Company, the Company enters into a definitive agreement with respect to a Superior Proposal, in each case, on the terms set forth in the Merger Agreement. In certain circumstances, including if the Company terminates the Merger Agreement in connection with an Adverse Recommendation Change or to enter into a definitive agreement with respect to a Superior Proposal, the Company would be required to pay Parent a termination fee of $104,290,000 in cash, in each case, on the terms set forth in the Merger Agreement. Additionally, if the Merger Agreement is terminated under certain specified circumstances related to Parent’s breach of any representation, warranty, covenant or agreement contained in the Merger Agreement or Parent’s failure to consummate the closing of the Merger, Parent would be required to pay the Company a termination fee of $148,980,000 in cash.

 

The Company issued a press release on February 17, 2026, announcing the execution of the Merger Agreement. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1.

 

The foregoing description of the Merger Agreement and the Transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Merger Agreement, which the Company will be filing on Form 6-K.

 

Support Agreements

 

On February 17, 2026, Parent and Holdings entered into a voting and support agreement with the Company (the “Parent Support Agreement”) with respect to the Parent Covered Shares (as defined below). As of the date of the Parent Support Agreement, Holdings is the record and beneficial owner of 85,176,719 Ordinary Shares (the “Parent Covered Shares”).

 

On February 17, 2026, Parent and Oranje-Nassau Développement S.C.A., FIAR (“OND”) entered into a voting and support agreement with the Company (the “OND Support Agreement”) with respect to the OND Covered Shares (as defined below). As of the date of the OND Support Agreement, OND is the record and beneficial owner of 62,975,396 Ordinary Shares (the “OND Covered Shares”).

 

 

 

 

Pursuant to the Parent Support Agreement and the OND Support Agreement, respectively, Holdings has agreed to, among other things, vote the Parent Covered Shares, and OND has agreed to, among other things, vote the OND Covered Shares: (i) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger (including the adoption of the articles of association of the Surviving Company from the Effective Time) and the Transactions, including the Merger, and any other action reasonably requested by the Company in furtherance thereof, (ii) in favor of any proposal to adjourn a meeting of the shareholders of the Company to solicit additional proxies in favor of the Merger Agreement, the Plan of Merger (including the adoption of the articles of association of the Surviving Company from the Effective Time) and the Transactions, including the Merger, and (iii) against any proposal or offer other than from the Parent Parties or their respective affiliates with respect to any transaction that would result in any third party beneficially owning 20% or more of the Company’s outstanding equity interests or consolidated total assets (an “Alternative Proposal”) or any other transaction, proposal, agreement or action made in opposition to the Merger or in competition or inconsistent with the Transactions, including the Merger.

 

The foregoing description of the Support Agreements is subject to, and is qualified in its entirety by reference to, the full terms of the Support Agreements, which the Company will be filing on Form 6-K.

 

Cautionary Note Regarding Forward-Looking Statements

 

This document contains forward-looking statements. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this document may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “commits,” “projects,” “contemplates,” “believes,” “estimates,” “forecast,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this press release and the documents that we reference in this press release with the understanding that our actual future results, performance and achievements may be materially different from what we expect. Further information on such assumptions, risks and uncertainties is available in our filings with the US Securities and Exchange Commission, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2024. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

 

EXHIBIT INDEX

 

Exhibit   Description
99.1   Press release of IHS Holding Limited dated February 17, 2026 entitled “IHS to be acquired by MTN for approximately $6.2  billion.”

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  IHS Holding Limited
   
Dated: February 17, 2026 By: /s/ Steve Howden
    Steve Howden
    Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

IHS Towers Announces Proposed Sale to MTN Group Limited for Approximately $6.2 billion

 

Proposed sale provides certainty and immediate returns for IHS Towers shareholders

 

KEY HIGHLIGHTS

 

 ·IHS Towers shareholders will receive $8.50 per share in cash, representing:
 oApproximately 239% premium over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024
 oApproximately 36% premium to the 52-week Volume-Weighted Average Price (VWAP)
 oApproximately 3% premium over IHS Towers unaffected closing share price of $8.23 on February 4, 2026
 ·Transaction values IHS Towers at an enterprise value of approximately $6.2 billion
 ·Transaction enables IHS Towers’ shareholders to crystallize the significant value created during the company’s strategic review process
 ·MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers’ shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction.

 

February 17, 2026, London/New York: IHS Holding Limited, (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count, has today announced that it has entered into a merger agreement (the “Agreement”) to be acquired by MTN Group Limited (“MTN”), a pan-African mobile operator, for $8.50 per ordinary share, in an all-cash transaction that values IHS Towers at an enterprise value of approximately $6.2 billion.

 

Under the terms of the Agreement, IHS Towers shareholders will receive $8.50 per ordinary share in cash, representing a premium of approximately 239% premium over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024. It also represents a premium of approximately 36% to the 52-week volume-weighted average price as of February 4, 2026, and a premium of approximately 3% over IHS Towers’ unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated that negotiations with MTN were ongoing. The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since the announcement of the Company’s strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets.

 

IHS Towers’ Board of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the transaction by IHS Towers’ shareholders.

 

MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers’ shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has been secured for this proposed transaction to conclude. Upon completion of the transaction, IHS Towers’ ordinary shares will no longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN.

 

 

 

 

 

Sam Darwish, Chairman & CEO, IHS Towers, commented, “Today’s announcement creates a compelling opportunity that provides certainty and immediate returns for our shareholders, enabling them to crystallize the significant value generated during our strategic review. The proposed transaction deepens our long-standing partnership with MTN, as it combines Africa’s largest mobile network operator with one of its largest digital infrastructure platforms, and underscores the strong connection between IHS Towers and the African continent.

 

I would like to take this opportunity to thank our colleagues, customers and partners for their support over the past 25 years, as IHS Towers has grown from a single tower in one market to an eleven-country portfolio of approximately 40,000 towers at its peak.”

 

Ralph Mupita, Group President and CEO, MTN, commented, “This proposed transaction is a pivotal step in further strengthening MTN Group’s strategic and financial position for a future where digital infrastructure will become ever more essential to Africa’s growth and development. This transaction gives us a unique opportunity to buy back our towers and strengthen our ability to be partners for progress to the nation states in which we operate.”

 

“For IHS customers and partners across the continent, we commit to continuing high standards of service and the right governance of what is the largest standalone and integrated tower company in Africa, enabled by the excellent people within IHS.”

 

The transaction is expected to close in 2026, and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will be funded through the rollover of MTN’s existing approximately 24% fully diluted stake in IHS Towers, together with approximately $1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS Towers’ balance sheet, and the rollover of no more than the existing IHS Towers debt. The Company will also be required to have minimum cash of $355 million on balance sheet at closing. The Company’s ability to satisfy some of these requirements is dependent upon the successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and February 11, 2026, respectively.

 

The foregoing description of the Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Agreement, which IHS Towers will be filing on Form 6-K.

 

Advisors

 

J.P. Morgan is acting as financial advisor to IHS Towers, and Latham & Watkins LLP and Walkers (Cayman) LLP are acting as legal counsel to IHS Towers.

 

BofA Securities and Citigroup Global Markets Limited are acting as financial advisors to MTN; Cravath, Swaine & Moore LLP are acting as legal advisors.

 

---ENDS---

 

About IHS Towers: IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count and is solely focused on the emerging markets. The Company has over 37,000 towers across its seven markets, including Brazil, Cameroon, Colombia, Côte d’Ivoire, Nigeria, South Africa and Zambia. For more information, please email: communications@ihstowers.com or visit: www.ihstowers.com

 

2/3

 

 

 

About MTN Group: Launched in 1994, the MTN Group is a leading digital operator with a clear vision to lead the delivery of a bold new digital world to our customers. We are inspired by our belief that everyone deserves the benefits of a modern connected life. The MTN Group is listed on the JSE Securities Exchange in South Africa under the share code ‘MTN’. Our purpose is Leading digital solutions for Africa’s progress.

 

Cautionary Language Regarding Forward-Looking Statements

 

This document contains forward-looking statements, including regarding the closing of future transactions. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this document may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “commits,” “projects,” “contemplates," “believes,” “estimates,” “forecast,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this press release and the documents that we reference in this press release with the understanding that our actual future results, performance and achievements may be materially different from what we expect. Further information on such assumptions, risks and uncertainties is available in our filings with the US Securities and Exchange Commission, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2024. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

 

3/3

 

FAQ

What price is MTN paying per share to acquire IHS (IHS)?

MTN is paying $8.50 in cash per IHS ordinary share. This values IHS Towers at an enterprise value of approximately $6.2 billion and represents a roughly 239% premium to the share price at the start of the company’s March 12, 2024 strategic review.

What premium does the MTN deal represent for IHS (IHS) shareholders?

The offer carries a ~239% premium to IHS’s share price at its March 12, 2024 strategic review announcement. It also implies about a 36% premium to the 52-week VWAP and roughly a 3% premium over the unaffected February 4, 2026 closing price of $8.23.

How will the IHS (IHS) acquisition by MTN be financed?

The transaction will be funded through the rollover of MTN’s approximately 24% fully diluted IHS stake, about $1.1 billion of cash from MTN, about $1.1 billion of cash from IHS Towers’ balance sheet, and the rollover of no more than existing IHS debt.

What conditions must be met before the IHS (IHS) and MTN deal can close?

Closing requires shareholder approval, including at least two-thirds of voting power actually voting, as well as regulatory and antitrust approvals, minimum cash and operating cash thresholds, limits on total gross indebtedness, and no material adverse effect on IHS’s business.

When is the IHS (IHS) and MTN transaction expected to complete?

The transaction is expected to close in 2026. Timing depends on obtaining shareholder and regulatory approvals, satisfying financial conditions, and completing announced Latin American tower and fiber asset sales that are linked to the merger’s required cash and leverage tests.

What happens to IHS (IHS) shares after the MTN acquisition closes?

Upon completion, IHS’s ordinary shares will no longer be publicly listed, and the company will become a wholly owned subsidiary of MTN. Existing shareholders will receive the $8.50 per-share cash consideration and will no longer hold publicly traded IHS equity.

Do major shareholders support the MTN acquisition of IHS (IHS)?

Yes, key holders support the deal. MTN has agreed to vote all of its IHS shares in favor, and long-term shareholder Wendel has provided a support letter. Together, these commitments represent agreement or support from more than 40% of IHS’s share base.

Filing Exhibits & Attachments

1 document
Ihs Holding Limited

NYSE:IHS

IHS Rankings

IHS Latest News

IHS Latest SEC Filings

IHS Stock Data

2.70B
165.76M
Real Estate Services
Real Estate
Link
United Kingdom
London