MTN Group still needs three regulatory approvals to complete its $2.2 billion acquisition of telecom tower operator IHS Holdings, even after securing clearance from Nigerian regulators and several other authorities.

The deal first came to light in early February, when MTN disclosed plans to acquire the remaining 75% stake in IHS Holdings that it did not already own.

In its 9M 2026 results filed on the Johannesburg Stock Exchange (JSE) on Monday, MTN said it is awaiting regional regulatory approvals from the Economic Community of West African States (ECOWAS) and the Economic and Monetary Community of Central Africa (CEMAC). The South African Competition Tribunal is also reviewing the transaction's impact on competition in South Africa.

Seeking full control of the infrastructure that powers connectivity for its 323 million users, MTN has already obtained approval in Nigeria from the Nigerian Communications Commission (NCC) and the Federal Competition and Consumer Protection Commission (FCCPC). The group has also secured clearance from IHS shareholders, the Common Market for Eastern and Southern Africa (COMESA), and the South African Competition Commission.

Despite the outstanding regional reviews, MTN remains confident that the deal will be completed before the end of 2026. The ECOWAS and CEMAC rulings and the Competition Tribunal's final determination are the remaining milestones on the path to full ownership of IHS.

Why the approval process is so extensive

For MTN and the broader African telecoms industry, national and regional approvals are required because tower and telecom infrastructure directly affect national security, market competition, and digital infrastructure in every country where MTN operates.

IHS Holdings hosts multiple telecom operators on the same towers, and most local regulators impose strict rules to guarantee fair, non-discriminatory pricing and access. Authorities also want to ensure that MTN does not gain unfair advantages, lower pricing, or preferential tower access compared with rivals such as Vodacom or Airtel.

The transaction ranks among the largest acquisitions in African history for several reasons. A key factor is that MTN operates in 16 African markets, and some of its competitors in those markets have their tower infrastructure managed by IHS Holdings. To prevent monopoly control and manipulation of competitors' connectivity reach, regulators want to preserve active competition and understand how MTN plans to maintain a level playing field.

Tight scrutiny in South Africa

The strict approval process is evident in South Africa. The South African Competition Commission recommended approval on September 30 and has since referred the deal to the Competition Tribunal for final clearance. Under South Africa's merger regime, the Commission investigates and issues recommendations, while the Tribunal carries the final decision-making authority — which is why the country's clearance process remains open despite the September 30 endorsement.

MTN faces several regulatory requirements. South African competition authorities are demanding fair, equitable, and non-discriminatory access to tower infrastructure for competing mobile network operators and non-MNO customers. The operator must implement safeguards to prevent preferential treatment of MTN South Africa and to protect sensitive rival data. In addition, measures to protect jobs, historically disadvantaged persons (HDP) ownership, and fair renewals of existing lease agreements must be in place before approval can be granted.

Regional economic communities weigh in

MTN and IHS Holdings operate across borders, which places the transaction under the jurisdiction of regional economic communities such as ECOWAS — covering West African states including Nigeria, Ghana, Benin, and Côte d'Ivoire — and CEMAC, covering Central African states including Cameroon, the Republic of Congo, and Guinea-Bissau, among others.

Regional regulators are assessing cross-border market power by examining whether consolidating towers under a single telecom operator would affect cross-border trade, regional roaming agreements, or telecommunications harmonisation across member states. They are also obligated to evaluate treaty obligations, under which multinational corporations must obtain clearance for mergers and acquisitions once certain financial or market-share thresholds are met within a trade bloc.

MTN is confident it can meet the regulatory demands, but a central sticking point is how cell towers are classified as critical national infrastructure. Regional organisations and national governments are cautious about who owns, operates, or controls the infrastructure that powers national communications, financial transactions, and emergency services. Data transmission, tower placement, and security protocols must comply with national regional telecom laws, and MTN and IHS are working to meet these provisions before the acquisition can proceed.

Nigeria's local ownership condition

As part of its Nigerian approval, MTN Group is expected to sell a 30% stake in IHS Nigeria to local Nigerian investors at a fair market price. The condition is pivotal because IHS Nigeria, which operates about 18,000 telecom towers, is the largest asset of IHS Towers.

Nigerian regulators imposed the clause to protect local competitors such as Airtel and T2mobile (9mobile) and to prevent a single foreign company from having total control over critical infrastructure. It also allows local businesses and investors to hold equity in essential national infrastructure such as telecom towers and fibre optic cables.

According to Bloomberg, the sale of the 30% IHS Nigeria stake could raise between $900 million and $1.1 billion for MTN Group. The disposal is still pending, making it one of the concrete deliverables attached to the transaction as the year-end completion target approaches.