South Africa’s Competition Commission has recommended that the Competition Tribunal approve MTN Group’s proposed acquisition of full ownership of IHS Holding, in a transaction valued at approximately US$2.2 billion for the shares it does not already own.
MTN currently holds roughly a quarter of IHS. The proposed transaction would take its ownership to 100%, giving the group control of a tower company with close to 29,000 sites across Africa and operations serving mobile network operators in five MTN markets.
The transaction values IHS at an enterprise value of approximately US$6.2 billion. About US$1.1 billion of the purchase consideration is expected to come from IHS’s own cash resources, with the balance funded through liquidity and debt via a Cayman Islands acquisition vehicle.
The deal has particular significance in South Africa, where IHS operates 5,701 towers previously owned by MTN. MTN sold those towers to IHS in 2022 for approximately R6.4 billion, making the proposed acquisition effectively a return of a substantial portion of the infrastructure estate to MTN ownership.
The Competition Commission’s recommendation is subject to conditions designed to address the competitive impact of the transaction and protect tower customers.
These include maintaining employment, preserving historically disadvantaged ownership interests, and ensuring that lease renewals are offered on fair and non-discriminatory terms. The Commission also requires equal access to infrastructure for mobile operators, with no preferential treatment for MTN South Africa.
Additional conditions would require competitively sensitive customer information to be ring-fenced, provide opportunities for smaller and historically disadvantaged businesses to participate in new tower construction, and preserve IHS’s operational independence.
The conditions are significant beyond the mobile telecommunications sector. Tower infrastructure is increasingly shared by multiple types of communications services, while macro sites can also accommodate transmission infrastructure supporting broadcasting and other connectivity services.
For broadcasters and streaming platforms, the ownership and commercial structure of tower infrastructure can influence the cost and availability of the physical networks through which digital media services ultimately reach audiences. Changes in tower ownership can therefore have implications for the wider communications ecosystem, not only mobile operators.
The transaction has already received regulatory attention in other markets. Nigeria has granted in-principle approval subject to conditions, including a requirement for a 30% Nigerian investor stake, while Zambia’s regulator and COMESA have also cleared the transaction.
The Competition Tribunal must still make the final decision in South Africa. The Competition Commission’s recommendation therefore represents a significant step towards approval, but it is not yet final clearance.
