MTN, Africa's biggest mobile operator, is one step closer to taking full control of telecoms infrastructure company IHS Towers in South Africa. But the country's competition regulator has approved the $2.2 billion deal with guardrails dictating what that ownership will mean for the rivals that depend on the same towers.

The Competition Commission approved the acquisition on September 30, with conditions requiring that IHS infrastructure remain available to competing operators on fair and non-discriminatory terms. The measures limit MTN South Africa's ability to benefit from owning infrastructure on which rival networks also rely. The green light means the transaction can move forward in South Africa subject to those terms.

The conditions address the deal's central tension: MTN will own tower infrastructure while continuing to compete with the mobile operators that use it. Because towers are shared infrastructure, control over them can shape how easily competing networks expand and operate in the local market.

"The Commission found that the proposed transaction raises competition and public interest concerns," the regulator said in a statement published on Wednesday. Its recommended conditions are designed to ensure fair access to IHS infrastructure, protect existing customers and jobs, prevent MTN South Africa from receiving preferential treatment, and safeguard competitively sensitive customer information.

MTN announced in February that it had agreed to acquire the 75.3% of IHS it did not already own, lifting its stake to 100%. The all-cash transaction is worth about $2.2 billion, and MTN said it would strengthen its ownership of critical digital infrastructure across Africa.

IHS operates nearly 29,000 towers in Africa across five key MTN markets, according to MTN. The company provides shared passive infrastructure to mobile network operators and other licensed operators, making its towers an important part of the networks used to deliver mobile and data services. In this leasing model, several operators house equipment on the same structures rather than each funding their own build-out, which is why the owner of the towers sits at the center of the market's competitive dynamics.

Under the approval conditions, IHS must provide fair, equitable and non-discriminatory access to its infrastructure for both mobile network operators and non-MNO customers. Existing lease agreements must be renewed fairly, with no customer disadvantaged relative to MTN South Africa. IHS must also remain operationally independent, while the package includes measures covering jobs, ownership by historically disadvantaged persons, and participation by small, medium and micro enterprises in new tower sites. The Commission's review weighed both competition effects and public interest considerations, with the latter encompassing employment and ownership matters. Public interest factors of this kind are a standard part of South African merger reviews, where they must be assessed alongside competition effects.

MTN argues that bringing IHS fully into the group will help it scale its digital infrastructure platform, improve network performance and support the rollout of technologies including 5G and fixed wireless access.

Nompilo Morafo, MTN Group's chief sustainability and corporate affairs officer, told TechCabal in an interview on Thursday that MTN and IHS were pleased the transaction had moved through the South African competition process.

"The parties believe the transaction will be beneficial to the entire industry and, accordingly, have offered certain conditions which they consider to fully address any competition and public interest concerns," Morafo said.

She described the South African process as "an important milestone" following approvals in other markets. These include approval in principle from the Nigerian Communications Commission, as well as approvals in Zambia from the Common Market for Eastern and Southern Africa and the Zambia Information and Communications Technology Authority. Nigeria's August clearance remains an approval in principle with conditions attached, meaning the transaction's multi-market regulatory path has further to run before MTN's move to full ownership is complete.