MTN Group’s proposed acquisition of full ownership of IHS Towers has moved another step forward, but the regulatory conditions attached to the transaction are arguably more significant than the acquisition itself.
On 30 September 2026, South Africa’s Competition Commission recommended that the Competition Tribunal approve MTN’s proposed acquisition of IHS Holding Limited, subject to conditions addressing both competition and public interest concerns. MTN plans to acquire approximately 75% of IHS shares for approximately US$2.2 billion, in addition to its existing stake in the company, taking ownership of the tower operator to 100%.
The transaction is being implemented through Sub-Merger Co, a Cayman Islands-incorporated entity wholly owned by Mobile Telephone Networks (Netherlands) B.V. IHS operates nearly 29,000 towers across five key African markets: Nigeria, South Africa, Zambia, Côte d’Ivoire and Cameroon.
Much of the commercial discussion around the transaction has focused on what MTN stands to gain from bringing the infrastructure business back under its ownership. But the regulatory response raises a more important question for businesses operating in regulated and infrastructure-dependent markets: what happens when a company acquires infrastructure that its competitors also depend on?
From Tower Sale to Proposed Acquisition
The transaction represents a reversal of an earlier strategic decision by MTN.
In 2022, MTN sold 5,713 South African passive tower infrastructure sites and associated operations to IHS for approximately R6.4 billion. MTN continued using the infrastructure through lease arrangements.
In February 2026, MTN announced its intention to acquire the remaining shares in IHS. The transaction would bring the tower business back under MTN’s ownership while retaining IHS’s broader African infrastructure footprint. MTN has said the acquisition is expected to strengthen its digital infrastructure platform, support network densification and contribute to the rollout of technologies such as 5G and fixed wireless access.
In August 2026, IHS completed the sale of its Latin American tower operations in Brazil and Colombia. The disposal aligns with the intended scope of MTN’s acquisition, which focuses on IHS’s African business.
The transaction therefore represents more than a change in shareholding. It changes the relationship between an infrastructure provider and the mobile operators that depend on that infrastructure, helping to explain why regulators have placed particular emphasis on fair access and competitive neutrality.
Regulatory Concerns
The Competition Commission found that the proposed transaction raises both competition and public interest concerns.
The competition issue is relatively straightforward. IHS operates shared communications infrastructure used by multiple mobile network operators and other customers. MTN, meanwhile, is itself a mobile network operator and an existing customer of IHS.
Once MTN becomes the owner of IHS, the relationship changes. MTN would no longer simply be one customer using shared infrastructure; it would also control the infrastructure on which competing operators depend.
This creates a potential risk that MTN South Africa could receive preferential treatment in areas such as access to infrastructure, lease renewals or the allocation of new tower sites. The Commission’s recommended conditions are therefore aimed at ensuring that IHS continues to provide infrastructure on fair and non-discriminatory terms to other customers.
The Commission also identified public interest considerations relating to employment, historically disadvantaged persons (HDPs) and participation by small, medium and micro enterprises (SMMEs). Depending on the final conditions imposed, the transaction could have implications for employment, opportunities for historically disadvantaged groups and the participation of smaller businesses in the economy.
These measures illustrate an important feature of South African merger regulation: the assessment of a transaction can extend beyond whether competition is likely to be affected. Public interest considerations can also influence the conditions attached to a merger approval.
For businesses involved in significant transactions in South Africa, this means that regulatory planning cannot necessarily stop at a traditional competition analysis. Employment, ownership, participation and broader economic considerations may also form part of the regulatory discussion.
What the Proposed Conditions Are Designed to Achieve
The conditions recommended by the Competition Commission are focused less on preventing the acquisition itself and more on controlling how the combined businesses operate after the transaction. The conditions aim to achieve the following:
Fair and non-discriminatory access
IHS would be required to provide fair, equitable and non-discriminatory access to its infrastructure for mobile network operators and non-MNO customers.
This is significant because the infrastructure is shared by businesses that compete directly with MTN. The regulatory concern is therefore not simply who owns the towers, but whether ownership could be used to influence the commercial terms on which competitors access them.
Protection of existing customer rights
The recommended conditions also seek to preserve existing customer rights and ensure that renewals of existing lease agreements are negotiated fairly.
In particular, no customer should be placed at a disadvantage relative to MTN South Africa. This is intended to prevent MTN from using its ownership of IHS to obtain more favourable treatment than other businesses relying on the same infrastructure.
Restrictions on preferential treatment
Another important element is the prevention of preferential treatment for MTN South Africa.
For a business operating in a shared infrastructure environment, access to new sites and network expansion can have significant commercial consequences. Ensuring that MTN cannot use its ownership of IHS to secure an unfair advantage helps preserve competition between network operators even after the ownership structure changes.
Protection of competitively sensitive information
The Commission has also recommended safeguards for competitively sensitive customer information held by IHS.
This is particularly important where the infrastructure provider and one of its customers become part of the same corporate group. Information about competitors’ infrastructure arrangements, requirements and commercial relationships could become strategically valuable if it were accessible to MTN.
The proposed safeguards therefore address not only physical access to infrastructure, but also the information flows that accompany the commercial relationship.
Maintaining IHS as an operationally independent business
The recommended conditions also seek to maintain IHS as an operationally independent entity.
This reflects the broader regulatory concern: MTN may acquire ownership of IHS, but the tower business must continue to operate in a way that allows other customers to access its infrastructure fairly.
The distinction between ownership and operational independence is important in transactions involving shared or strategically important infrastructure. A regulator may be willing to approve a change in ownership while imposing safeguards around how the acquired business is managed afterwards.
The recommended conditions also seek to maintain IHS as an operationally independent entity.
This reflects the broader regulatory concern: MTN may acquire ownership of IHS, but the tower business must continue to operate in a way that allows other customers to access its infrastructure fairly.
The distinction between ownership and operational independence is important in transactions involving shared or strategically important infrastructure. A regulator may be willing to approve a change in ownership while imposing safeguards around how the acquired business is managed afterwards.
Nigeria Shows How the Regulatory Response Can Differ
The South African approach is particularly interesting when considered alongside the regulatory response in Nigeria.
Nigeria’s Federal Competition and Consumer Protection Commission approved MTN’s acquisition subject to a condition requiring MTN to sell down up to 30% of its stake in the Nigerian component of IHS to local investors over time. The Nigerian Communications Commission has also granted conditional approval.
The difference between the two approaches is instructive.
South Africa’s proposed conditions focus heavily on access, non-discrimination, information safeguards and operational independence. Nigeria has, among other measures, addressed the ownership structure of the Nigerian business through a local sell-down requirement.
The same transaction can therefore generate materially different regulatory responses depending on the jurisdiction involved.
For businesses undertaking cross-border acquisitions, this is an important reminder that regulatory approval is not necessarily a single exercise. Each jurisdiction may examine the transaction through its own competition, public interest, sectoral and ownership frameworks.
A Multi-Jurisdiction Regulatory Exercise
MTN’s acquisition of IHS illustrates the complexity of transactions that span multiple African markets.
By early October 2026, approvals relating to Zambia had been granted by the Common Market for Eastern and Southern Africa (COMESA) and the Zambia Information and Communications Technology Authority (ZICTA). In Nigeria, the Federal Competition and Consumer Protection Commission and the Nigerian Communications Commission had granted approvals subject to conditions.
In South Africa, the Competition Commission had recommended approval subject to conditions, with the Competition Tribunal’s determination remaining an important step in the regulatory process.
The developments demonstrate that there is no single regulatory template for a transaction of this nature.
For businesses pursuing cross-border acquisitions, the practical lesson is that regulatory analysis needs to begin early.
A transaction may appear commercially straightforward at group level, but the regulatory implications can differ considerably between the markets in which the target operates. Ownership structures, access to critical infrastructure, local participation, employment and sector-specific regulation can all influence the conditions ultimately required before a transaction can proceed.
What Businesses Can Take from the Transaction
The MTN-IHS transaction demonstrates that obtaining regulatory approval can be only the beginning of the legal work involved in a major acquisition.
For businesses acquiring infrastructure or other assets that are relied upon by competitors, customers or other market participants, the regulatory question may extend beyond whether the transaction should be allowed. Regulators may also ask how the business will operate after completion and what safeguards are necessary to preserve competition and protect broader public interests.
For companies considering significant acquisitions across African markets, this makes early regulatory analysis particularly important. Understanding the competition, sector-specific and public interest considerations in each relevant jurisdiction can help businesses anticipate potential conditions before they become a closing issue.
The MTN-IHS transaction is a useful example of how ownership, competition and regulatory obligations can intersect in a cross-border infrastructure deal. It also demonstrates why a transaction that makes commercial sense at group level may require a much more detailed legal strategy at market level.
As the transaction progresses through the remaining regulatory and closing steps, the conditions ultimately imposed will be worth watching closely. They may provide a useful indication of how regulators in South Africa and other African markets approach the acquisition of infrastructure that is strategically important to an entire industry.
Legal review: Stella Igidi
Please contact us for more information and/or assistance with all legal matters.
