The Nigerian Communications Commission (NCC) has granted MTN Nigeria a conditional Approval-in-Principle (AiP) for its proposed acquisition of IHS Towers’ Nigerian business, clearing a key regulatory hurdle in MTN Group’s planned $2.2 billion acquisition of the remaining stake in the tower company.
The approval, granted in mid-July, is subject to safeguards and regulatory conditions that MTN Nigeria must satisfy before the NCC issues final approval.
NCC Director of Public Affairs Nnena Ukoha confirmed the development in a statement on Tuesday, August 25, 2026.
“The Commission granted Approval-in-Principle (AiP) to MTN Nigeria in mid-July, subject to certain safeguards and regulatory conditions,” she said.
The conditions include compliance with the NCC’s corporate governance guidelines, a requirement that existing contracts cannot be amended as a consequence of the transaction, and a prohibition on the deal conferring exclusivity on MTN Nigeria.
MTN Nigeria is also required to submit an investment plan containing clear and measurable milestones.
The conditions are aimed at addressing concerns over the impact of MTN’s acquisition of one of Nigeria’s largest independent tower operators, whose infrastructure is used by MTN and competing telecom operators.
Under the NCC’s conditions, existing commercial arrangements between IHS and telecom operators must be preserved. MTN will also be prohibited from securing exclusive access to the towers as a result of the acquisition.
The regulator said final approval would only be granted after it confirms that MTN Nigeria has complied with the conditions attached to the AiP.
$2.2bn acquisition
MTN Group announced plans to acquire the remaining shares of IHS Towers in a transaction valuing the tower company at an enterprise value of about $6.2 billion.
The proposed $2.2 billion transaction would give MTN control of IHS Towers’ operations in Nigeria and its other major African markets.
IHS operates about 28,000 towers across five key African markets, with Nigeria accounting for about 15,848 sites, representing more than half of its 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 clearance 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.
MTN Group Chief Executive Officer Ralph Mupita said the company had concluded 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.
Competition safeguards
The FCCPC condition is intended to address competition concerns arising from MTN’s ownership of critical telecommunications infrastructure used by rival operators.
The NCC’s conditional AiP is separate from the FCCPC’s competition clearance, leaving MTN with further regulatory requirements to satisfy before securing final approval for the Nigerian component of the transaction.
The NCC’s prohibition on exclusivity and its requirement that existing contracts remain unchanged are intended to protect rival operators’ access to IHS tower sites following the change in ownership.
The requirement for an investment plan with measurable milestones will also allow the regulator to monitor MTN’s commitments after the transaction.
Nigeria is central to the proposed acquisition because IHS’s Nigerian portfolio accounts for more than 55% of its African tower assets.
MTN’s acquisition would therefore give the group greater control over infrastructure supporting its own network while also placing it in control of infrastructure on which competing operators depend.
Regulatory reviews continue
The regulatory process extends beyond Nigeria, as the acquisition affects IHS operations in South Africa, Côte d’Ivoire, Cameroon and Zambia.
The transaction remains subject to applicable competition and telecommunications regulatory reviews in those markets, where regulators will assess issues including changes in ownership or control of critical telecommunications infrastructure, competition risks and continued access to IHS towers by rival operators.
MTN has said regulatory reviews across its operating footprint are either complete or in progress and expects to close the acquisition in the second half of 2026.
The NCC’s conditional AiP removes a significant regulatory hurdle for the Nigerian component of the deal, but MTN must still meet the regulator’s conditions before final telecom-sector approval can be granted.
