Reintegration or Monopoly? Reading MTN–IHS Deal Through Nigeria’s Antitrust

Framework

Akinnuoye Abisola Blessing

In recent months, there has been a lot of conversation around market dominance and monopolization of various sectors by businesses in Nigeria. Of particular interest is the MTNIHS acquisition deal. The transaction raises concerns not just because of its value, but because of what it represents. MTN, Africa’s largest mobile network operator, is seeking to acquire control of one of the continent’s largest independent telecommunications infrastructure

companies, an infrastructure company whose towers are also used by MTN’s competitors. This

article discusses the instruments put in place to prevent monopoly, using the MTN-IHS deal as

a case study, and examines how effective these instruments are likely to be.

Regulatory Framework

Before getting into the deal itself, it helps to look at the framework surrounding competition in

Nigeria; the antitrust laws designed to promote fair competition in the market. Their core objective is to prevent the abuse of market power, prohibit collusive practices, and ensure that

mergers and acquisitions do not substantially lessen competition. In Nigeria, the Federal Competition and Consumer Protection Act (FCCPA) 2018 serves as the primary legislation governing antitrust matters. Section 70 of the Act provides that a company controlling at least 40% of the market may be presumed dominant unless proven otherwise. In determining market dominance, the Federal Competition and Consumer Protection Commission (FCCPC) will assess the entity’s ability to unilaterally raise prices above competitive level, its position in the relevant markets as defined under relevant FCCPA regulations in Nigeria, and based on a number of competitive factors such as market shares, financial strength, bargaining strength of the entity’s customers versus buying power, threat of future expansion by competitors, or entry by potential competitors. A company with significant market power is not automatically acting unlawfully. While Dominance itself is not prohibited; the abuse of dominance is.

This distinction is important when analysing the MTN–IHS transaction. The important question is whether MTN’s ownership of critical infrastructure could enable it to disadvantage

competitors or substantially lessen competition in Nigeria’s telecommunications market.

MTN-IHS case study

On 17 February 2026, IHS Holding Limited announced that it had entered into a merger agreement under which MTN Group would acquire the remaining shares in IHS that it did not

already own. At the time, MTN held only 24% of IHS shares and would, at the close of this transaction, wholly own IHS. Under the agreement, IHS shareholders are to receive $8.50 per ordinary share in cash, in a transaction valuing IHS at an enterprise value of approximately

$6.2 billion.

The offer represented: a. approximately a 239% premium to IHS’s share price when it announced its strategic review in March 2024; b. approximately a 36% premium to its 52-week volume-weighted average share price as of 4 February 2026; and c. approximately a 3% premium to its unaffected closing share price of US$8.23 on 4 February 2026.

This means that although the $8.50 offer represents a significant premium when compared with

IHS’s historical and average share prices, it is only slightly higher than the company’s share price immediately before news of the proposed acquisition became public.

IHS’s Board of Directors unanimously approved the transaction and recommended it to shareholders. IHS shareholders subsequently approved the transaction in August 2026, although completion remains subject to outstanding regulatory requirements and other closing conditions. If completed, IHS will be taken private and delisted from the New York Stock Exchange, and become a wholly owned subsidiary of MTN. On its face, the transaction represents one of the most significant telecommunications infrastructure deals in Africa in recent years. But to understand why the transaction is particularly important, it is necessary to go back to the relationship between MTN and IHS.

IHS and MTN’s Exit from Towers

In the early years of mobile telecommunications, network operators generally owned and managed much of the physical infrastructure required to operate their networks, including telecom towers. However, building and maintaining towers is capital-intensive. It requires acquiring or leasing land, constructing and maintaining infrastructure, providing power, securing sites and managing thousands of geographically dispersed locations. As mobile networks expanded, a new business model emerged: the independent tower company, commonly known as a TowerCo. Rather than every telecommunications operator building and

maintaining its own towers, an independent company could own the physical infrastructure and lease space to multiple mobile network operators (called colocation model). The model was simple, one tower could serve several operators.

IHS Towers was founded in Nigeria in 2001 and grew into one of Africa’s largest telecommunications infrastructure companies. Over the years, MTN entered into several transactions with IHS under which tower infrastructure was transferred to IHS and subsequently leased back to MTN under long-term arrangements. This formed part of a broader industry strategy commonly described as sale-and-leaseback. The arrangement allowed MTN to unlock capital tied up in physical infrastructure while continuing to use the towers necessary to operate its network. The relationship between the two companies therefore evolved into one of the most significant partnerships in African telecommunications leaving MTN with a minority stake of 24% in IHS. Now, this proposed acquisition represents a reversal of that strategy. MTN is now seeking to bring significant portions of that infrastructure back within its corporate structure.

When the Tenant Becomes the Landlord

The MTN–IHS transaction raises a concern that goes beyond ordinary corporate expansion. IHS Nigeria provides telecommunications infrastructure that is used not only by MTN but also by other mobile network operators. For example, IHS and Airtel Nigeria entered into agreements extending approximately 6,000 existing Airtel tenancies until December 2031, while also providing for thousands of additional tenancies and network infrastructure arrangements. MTN’s acquisition of IHS therefore creates an unusual competitive relationship.

MTN would be both, a major user of telecommunications infrastructure and the owner, directly or indirectly, of infrastructure used by competing network operators. Basically Mtn becomes the Landlord and the Tenant. This creates a potential vertical competition issue. Airtel, T2 and other operators require access to telecommunications infrastructure in order to provide network coverage. If the ownership of that infrastructure is controlled by one of their principal competitors, regulators must ensure that infrastructure access remains fair, commercially reasonable and non-discriminatory. Antitrust considerations focus on whether the consequent

ownership could give MTN the ability or incentive to influence the terms on which competitors

access critical infrastructure, not just whether MTN will automatically deny competitors access

to towers.

Regulatory Response: FCCPC and NCC

The FCCPC has granted conditional approval for the Nigerian component of the transaction.

One of the significant conditions disclosed by MTN is that the Group must sell down up to 30% of the Nigerian component of the IHS business to local investors at market prices over time. This condition is important because it dilutes MTN Nigeria’s ownership of IHS.

However, it also raises another question. If MTN retains approximately 70% ownership after a sell-down, how much control will it still have? Under the Companies and Allied matters Act 2020, a special resolution is passed by at least three-fourths of the votes cast by members of the general meeting entitled to vote. In order to meet this threshold, MTN is only required to convince 5% of external shareholders to successfully pass a special resolution making major decisions in the company.

The Nigerian Communications Commission (NCC) has also granted an Approval-inPrinciple for the transaction, subject to regulatory safeguards and conditions. Amongst the most significant conditions is a requirement that the transaction must not give MTN exclusive rights over IHS infrastructure, and that MTN must not alter any of its existing contracts because of the acquisition. NCC is also requiring MTN Nigeria to submit an investment plan containing clear and measurable milestones. These conditions are to ensure that the acquisition doesn’t substantially affect competitors access to the tower sites with IHS as well as weakening competition in the Nigeria’s telecom market, and confer exclusivity on MTN. Significantly, the approval is not a final clearance. Final approval is expected only after the relevant conditions have been satisfied.

Is This a Monopoly?

The answer, at least at this stage, is not necessarily. A merger does not become a monopoly merely because it creates a larger company or gives one business control over valuable assets. The more important question is whether the transaction gives MTN the ability to substantially lessen competition or engage in conduct that poses a disadvantage to competitors. This transaction will be viewed from two different perspectives.

Case for Reintegration

From MTN’s perspective, the transaction has significant strategic and financial logic.

1. Greater Control Over Critical Infrastructure Owning the towers directly gives MTN full control over the pace and direction of 4G and 5G network rollout across its African markets. In a continent where the next decade’s economic development will be substantially shaped by the depth and speed of digital connectivity, controlling the physical layer of that connectivity is a strategic asset whose value is difficult to overstate. MTN will no longer need to negotiate tower access or wait for IHS’s capital allocation cycles to fund new site builds in markets where MTN wants to expand coverage. It will simply instruct its own infrastructure subsidiary to build.

2. Long-Term Cost and Financial Efficiency: Cost Synergy The traditional sale-and-leaseback model allowed telecommunications operators to release capital from physical infrastructure. However, leasing infrastructure also creates recurring costs. By reintegrating significant infrastructure assets, MTN could reduce the extent to which lease payments leave the broader corporate group. MTN has indicated that the transaction is expected to contribute positively to its financial performance, including net income and cash flow over time.

3. Strategic Infrastructure Ownership The acquisition would also give MTN greater control over a substantial telecoms’ infrastructure footprint across several African markets. Infrastructure is increasingly becoming as strategically important as the telecommunications services built upon it. The company that controls access to physical infrastructure may influence the speed at which networks expand and the capacity available for new technologies. From this perspective, the transaction can be understood as a strategic move towards vertical reintegration. MTN previously separated itself from tower ownership. It is now seeking to bring a significant portion of that infrastructure back into its corporate ecosystem.

Competition Risk

The other side of the argument is equally important. The problem with vertical integration arises when a company controls an essential or strategically important input that competing

businesses require. IHS infrastructure is used by more than one telecommunications operator.

If MTN controls that infrastructure, questions naturally arise:

a. Will competitors continue to receive equal access?

b. Will lease terms remain commercially competitive?

c. Will competitors be offered infrastructure on the same terms as MTN?

d. Will tower expansion decisions favour MTN’s network requirements?

e. What happens when existing long-term agreements expire?

In answering these questions, the regulatory conditions imposed on the transaction provide some reassurance that competitors will continue to have access to IHS infrastructure on fair and non-exclusive terms. While the requirement for the sale of 30% of IHS’s shares is intended

to dilute MTN’s level of control over the company, the condition preventing MTN from altering

IHS’s existing infrastructure arrangements and commercial contracts will ensure that MTN does not unfairly disadvantage competing operators that currently rely on IHS infrastructure. However, regulatory approval is only the beginning. The effectiveness of these regulatory safeguards will ultimately depend on how they are monitored and enforced after the transaction

closes.

What Does This Mean for Consumers?

For consumers like you and I, the transaction could produce genuine benefits. If greater control over infrastructure enables MTN to invest more efficiently, expand coverage more rapidly and respond faster to network failures, consumers could benefit from improved network quality, better coverage, faster deployment of new technologies and improved reliability. However, competition still remains a salient issue. Nigeria’s telecommunications sector has developed significantly because multiple operators compete for subscribers. The likes of Airtel, T2, Globacom and other operators provide alternatives that encourage companies to improve service quality, invest in infrastructure and compete on price. If access to critical infrastructure

becomes more difficult or expensive for MTN’s competitors, the long-term result could be reduced competition, and reduced competition ultimately affects consumers.

So, What’s The Way Forward?

The MTN–IHS transaction should encourage other telecommunications operators to think strategically about infrastructure diversification. IHS is not the only tower infrastructure provider in Nigeria. Other operators in the telecommunications infrastructure market include companies such as American Tower Corporation and Pan African Towers, alongside other infrastructure providers. Telecommunications operators have relied excessively on a single infrastructure provider, IHS and should consider integrating into other Tower Companies. Airtel, T2 and other operators should consider amongst other alternatives, diversifying their tower infrastructure arrangements, entering strategic infrastructure partnerships or even developing joint ventures to invest in other tower companies. The MTN-IHS deal demonstrates the effects of relying on one major source for operation.

In conclusion, the MTN-IHS transaction cannot 100% be ruled out as a monopolistic move, but rather a test of whether Nigeria’s competition and telecommunications regulatory framework is strong enough to manage the consequences of increasing vertical integration. The

real responsibilities of the regulators truly begin after the transaction is completed. FCCPC and

NCC must continuously monitor the conducts of the combined entity to ensure that MTN does

not abuse its market power and pose a disadvantage to its competitors.

.Akinnuoye Abisola, is a Nigerian qualified lawyer who graduated with a first class from the university and the Nigerian Law School.