The Nigerian Communications Commission (NCC) has granted MTN Nigeria a conditional Approval-in-Principle (AiP) for its proposed acquisition of IHS Towers’ Nigerian business, marking another regulatory step in MTN Group’s planned $2.2 billion purchase of the remaining stake in the tower company.

The approval was granted in mid-July, but it remains subject to MTN Nigeria meeting safeguards and regulatory conditions set by the telecom regulator, according to Nnena Ukoha, the NCC’s director of public affairs.

“The Commission granted Approval-in-Principle (AiP) to MTN Nigeria in mid-July, subject to certain safeguards and regulatory conditions,” Ukoha told TechCabal in a statement on Tuesday, August 25, 2026.

The NCC said it will issue final approval only after confirming that MTN Nigeria has complied with the conditions attached to the AiP.

Those conditions include compliance with the NCC’s corporate governance guidelines, a requirement that existing contracts cannot be amended as a result of the transaction, and a prohibition on the deal conferring exclusivity on MTN Nigeria.

The regulator is also requiring MTN Nigeria to submit an investment plan with clear, measurable milestones.

The conditions reflect regulatory concerns about the proposed acquisition, particularly the implications of combining one of Nigeria’s largest telecom operators with the country’s largest independent tower company.

MTN Group has said it plans to acquire the remaining shares of IHS Towers in a transaction that values the tower company at an enterprise value of about $6.2 billion. The deal is worth about $2.2 billion and would give MTN control of IHS Towers’ operations in Nigeria and in its other major African markets.

IHS operates about 28,000 towers across five key African markets. Nigeria accounts for about 15,848 sites, or more than half of the company’s African portfolio.

The company also operates about 5,696 sites in South Africa, 2,672 in Côte d’Ivoire, 2,426 in Cameroon and 2,023 in Zambia.

The transaction has already received approval from IHS Towers shareholders and conditional clearance from Nigeria’s Federal Competition and Consumer Protection Commission (FCCPC).

The FCCPC’s approval requires MTN to sell down up to 30% of its stake in the Nigerian component of IHS Towers to local Nigerian investors on an arm’s-length commercial basis, subject to market conditions.

Ralph Mupita, MTN Group’s CEO, said the company had completed its engagement with the FCCPC and secured the conditional approval.

“One of the key terms of this approval is that we will execute a sell-down of up to 30% to local Nigerian investors on an arm’s-length commercial basis, subject to market conditions,” Mupita said.

He added that proceeds from the sell-down would be used to reduce IHS’s debt.

The FCCPC condition is intended to address potential competition concerns arising from MTN’s ownership of critical telecom infrastructure used by rival operators.

The NCC’s conditional AiP is separate from the FCCPC’s competition clearance, which means MTN still must satisfy the telecom regulator before it can receive final approval in Nigeria.

That separation matters because the deal is being reviewed through both competition and sector-specific lenses: the FCCPC is focused on market structure, while the NCC is also looking at how the acquisition could affect network access, governance and the continuity of tower-sharing arrangements.

The NCC’s conditions also preserve existing commercial arrangements between IHS and telecom operators. That is significant because IHS’s towers are used by multiple operators, including MTN’s competitors.

By requiring that existing contracts not be amended as a result of the acquisition and by preventing exclusivity, the NCC aims to ensure that MTN’s ownership of the infrastructure does not limit competitors’ access to tower sites.

The investment-plan requirement also gives the regulator a way to monitor MTN’s commitments after the transaction.

Nigeria is especially important to the deal because IHS’s Nigerian portfolio represents more than 55% of its African tower assets.

The acquisition would therefore give MTN greater control over the infrastructure supporting its own network, as well as ownership of the infrastructure used by competing operators.

MTN’s regulatory process does not end with the Nigerian approvals. The acquisition affects IHS operations in South Africa, Côte d’Ivoire, Cameroon and Zambia, meaning the transaction remains subject to the relevant competition and telecommunications regulatory reviews in those markets.

Regulators in those countries will assess issues including changes in ownership or control of critical telecom infrastructure, competition risks, and whether rival operators will continue to have fair and open access to IHS towers.

MTN has said that regulatory reviews across its operating footprint are either complete or in progress, and it expects to close the acquisition in the second half of 2026.

For MTN, the Nigerian approvals remove one of the most significant regulatory hurdles to the transaction. However, the NCC’s conditional AiP means the deal still has not received the final telecom-sector clearance required for the Nigerian component.