The Nigerian Communications Commission (NCC) has granted MTN Nigeria a conditional Approval-in-Principle (AiP) for its proposed acquisition of IHS Towers’ Nigerian operations, marking another major regulatory step toward MTN Group’s planned $2.2 billion takeover of the tower company’s remaining shares.
The telecom regulator approved the transaction in mid-July, although MTN Nigeria must still satisfy a series of safeguards before the NCC can issue its final clearance.
Nnena Ukoha, the NCC’s director of public affairs, confirmed the development in a statement on Tuesday, August 25, saying the approval remains subject to specific regulatory and operational conditions.
MTN Must Meet Strict Conditions Before Final Approval
The NCC has made it clear that the AiP is not the final regulatory approval.
MTN Nigeria will first have to demonstrate that it has complied with all conditions attached to the provisional clearance.
Among the requirements is compliance with the NCC’s corporate governance guidelines.
The regulator has also stipulated that existing contracts involving IHS cannot be changed as a direct consequence of the acquisition.
Another major condition prevents the transaction from creating exclusivity for MTN Nigeria.
The NCC is additionally requiring MTN to submit a detailed investment plan containing measurable milestones.
This will allow the regulator to monitor the company’s commitments and assess whether they are being implemented after the transaction.
Why the Tower Deal Is Under Regulatory Scrutiny
The conditions reflect concerns over the concentration of telecom infrastructure ownership that could result from MTN taking control of IHS’s Nigerian business.
IHS Towers is a major provider of telecommunications infrastructure in Nigeria, with thousands of sites used not only by MTN but also by rival operators.
The acquisition therefore has implications beyond MTN’s own network.
Control of such a large tower portfolio could potentially influence competitors’ access to infrastructure that is essential for operating and expanding their networks.
By insisting that existing agreements remain intact and prohibiting exclusive arrangements, the NCC is attempting to ensure that MTN’s ownership does not undermine competitors’ access to IHS sites.
MTN’s $2.2 Billion Acquisition Covers Major African Operations
MTN Group announced plans to acquire the remaining stake in IHS Towers in a transaction that values the tower company at an enterprise value of approximately $6.2 billion.
The proposed $2.2 billion deal would give MTN control of IHS’s operations in Nigeria and its other major African markets.
IHS has approximately 28,000 towers across five key African countries.
Nigeria is by far the largest part of the portfolio, with about 15,848 sites, representing more than half of the company’s African footprint.
The company also operates approximately 5,696 towers in South Africa, 2,672 in Côte d’Ivoire, 2,426 in Cameroon and 2,023 in Zambia.
FCCPC Has Already Imposed a Local Ownership Condition
The NCC’s decision follows another important Nigerian regulatory development.
The Federal Competition and Consumer Protection Commission (FCCPC) has already granted conditional approval for the transaction, requiring MTN to sell down as much as 30% of its interest in the Nigerian IHS business to local Nigerian investors.
The sell-down must take place on an arm’s-length commercial basis and will be subject to prevailing market conditions.
MTN Group chief executive Ralph Mupita confirmed that the company had completed its engagement with the FCCPC and secured the conditional clearance.
Mupita said the proceeds from the potential sell-down would be used to reduce IHS’s debt, adding another financial dimension to the regulatory condition.
Regulators Seek to Protect MTN’s Rivals
The FCCPC’s sell-down requirement and the NCC’s restrictions on exclusivity address different aspects of the same broader concern: the potential impact of MTN controlling infrastructure that competing telecommunications companies rely on.
IHS’s towers serve several operators across Nigeria.
Maintaining existing commercial arrangements means rival providers should continue to have access to the infrastructure under their current agreements.
The NCC’s investment-plan requirement could also give the regulator greater oversight of how MTN manages and develops the assets following the acquisition.
Shareholders Have Already Backed the Transaction
The deal has cleared another important hurdle after IHS Towers shareholders approved the proposed transaction.
With shareholder approval secured and conditional clearance obtained from the FCCPC, the NCC’s AiP represents another step toward closing the Nigerian portion of the acquisition.
However, MTN cannot yet treat the Nigerian regulatory process as complete because the NCC still needs to confirm compliance with its conditions before granting final approval.
Nigeria Is Central to the Entire Transaction
The Nigerian market is particularly significant because the country accounts for more than 55% of IHS Towers’ African assets.
That concentration makes the Nigerian regulatory process one of the most consequential parts of MTN’s proposed takeover.
For MTN, acquiring the Nigerian tower portfolio would provide greater control over infrastructure supporting its own operations.
At the same time, it would place the company in control of assets that are also critical to competitors.
That dual role explains why regulators have attached safeguards to the transaction rather than simply granting unconditional approval.
Other African Markets Still Require Regulatory Attention
The regulatory process extends beyond Nigeria because IHS has substantial operations in South Africa, Côte d’Ivoire, Cameroon and Zambia.
Authorities in those markets may need to assess the consequences of the ownership change, particularly where telecom towers constitute critical infrastructure used by multiple network operators.
Competition authorities and telecommunications regulators could examine whether the transaction affects market concentration, access to tower sites or the ability of rival operators to compete fairly.
MTN has previously indicated that regulatory reviews across its operating footprint are either completed or progressing.
MTN Still Targets a Second-Half 2026 Completion
MTN expects to complete the acquisition in the second half of 2026, but the company must continue working through the remaining regulatory requirements before the transaction can close.
The NCC’s conditional AiP removes another significant obstacle, but it also establishes a final compliance test for MTN Nigeria.
The company will need to demonstrate that it has met the regulator’s safeguards, including the requirements surrounding corporate governance, existing contracts, non-exclusivity and its investment programme.
What’s Next?
The immediate focus will be on MTN Nigeria’s compliance with the NCC’s conditions.
Once the regulator is satisfied that the requirements have been met, it can proceed toward granting final approval for the Nigerian component of the acquisition.
At the same time, MTN will continue addressing regulatory requirements in the other African markets where IHS operates.
The FCCPC’s 30% local-investor sell-down condition will also remain an important part of the Nigerian transaction, particularly as MTN works to balance greater ownership of the tower business with regulators’ concerns over competition and infrastructure access.
Summary
The NCC’s conditional Approval-in-Principle moves MTN’s proposed $2.2 billion acquisition of IHS Towers significantly closer to completion but does not represent the final Nigerian clearance.
MTN must satisfy safeguards designed to protect competition, preserve existing tower-access arrangements and ensure that the enlarged infrastructure business follows a measurable investment plan.
With IHS’s Nigerian operations representing more than half of its African tower portfolio, the outcome of the regulatory process could have significant consequences for MTN, rival telecom operators and Nigeria’s wider communications infrastructure market.
