MTN Group has secured conditional approval from Nigeria's Federal Competition and Consumer Protection Commission (FCCPC) for its acquisition of the remaining stake in IHS Towers, clearing a major regulatory hurdle in its $2.2 billion takeover of the tower company.

The approval carries one notable condition: MTN must sell down up to 30% of its stake in the Nigerian component of IHS at market prices over time.

"MTN is comfortable with the conditions as set out," the company said in its interim financial results for the six months ended 30 June 2026.

The condition responds to a central competition concern. IHS Nigeria operates nearly 16,000 telecom towers used by MTN Nigeria as well as rivals including Airtel and T2 Mobile. Full ownership by MTN would have handed a dominant operator control over infrastructure that its competitors rely on to run their networks. The sell-down gives regulators a way to address those concerns without blocking the transaction altogether, leaving MTN with majority ownership of IHS Nigeria while still bringing the tower business more firmly under its control. Nigeria is MTN Group's largest single market, which makes the conditions attached to the Nigerian piece of the deal especially consequential for the group.

Towers sit at the centre of the expansion of mobile broadband, 5G and other digital services across African markets. Owning the infrastructure can give MTN greater control over network expansion, costs and long-term capacity, while allowing it to capture revenue from other operators that use the same sites. Although the Nigerian condition means MTN will not have unfettered control over IHS Nigeria, retaining a majority stake should allow it to preserve the central benefits of the acquisition. The deal also runs against the grain of the industry's recent history. Independent tower companies such as IHS, American Tower and Helios Towers built large African portfolios over the past 15 years as operators sold their towers in sale-and-leaseback deals to unlock capital, and MTN's buyback of IHS brings that infrastructure back under an operator's ownership in Africa's most populous country.

The condition also reflects a broader question about how infrastructure ownership should be structured in a market where one operator holds a significant position. Were MTN to own all of IHS Nigeria, it would potentially occupy both sides of the infrastructure market: a major user of towers while also controlling a company that provides those towers to competing operators. That dual role creates the possibility of conflicts over pricing, access, maintenance and network expansion.

The sell-down could also help MTN manage the financial implications of the wider IHS transaction. MTN is acquiring the remaining roughly 75% of IHS Towers that it does not already own in a deal with an enterprise value of about $6.2 billion. Selling part of its Nigerian stake at market value would allow MTN to recycle some of the capital tied up in the acquisition and potentially reduce pressure on its balance sheet. The mechanics of the sell-down — its timing, the pricing achieved and the buyers that emerge — are among the open questions as the transaction proceeds, along with how the new structure works in practice for Airtel and T2 Mobile, whose networks run on IHS Nigeria's sites.

On its outlook, MTN said service revenue growth moderated in the first half of 2026 but is expected to accelerate in the second half, supported by the normalisation of airtime lending in Nigeria, the annualisation of last year's Nigerian price adjustments and a recovery in MTN South Africa's prepaid business. The company also expects continued momentum from Ghana and its operations across Southeast Asia and Francophone Africa.