The Nigerian Communications Commission (NCC) has granted MTN Nigeria a conditional Approval-in-Principle (AiP) for its proposed acquisition of IHS Towers’ Nigerian business, adding a key regulatory milestone to MTN Group’s planned $2.2 billion acquisition of the remaining stake in the tower company.
The approval was granted in mid-July but remains subject to MTN Nigeria meeting safeguards and regulatory conditions set by the telecom regulator, according to Nnena Ukoha, NCC’s director of public affairs.
“The Commission granted Approval-in-Principle (AiP) to MTN Nigeria in mid-July, subject to certain safeguards and regulatory conditions,” Ukoha told TechCabal in a statement on Tuesday, August 25, 2026.
The NCC said final approval will only be issued after it confirms that MTN Nigeria has complied with the conditions attached to the AiP.
Among the conditions are 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.
The regulator is also requiring MTN Nigeria to submit an investment plan with clear, measurable milestones.
The conditions highlight regulatory concerns surrounding MTN’s proposed acquisition of IHS, particularly the potential impact of combining one of Nigeria’s largest telecom operators with the country’s largest independent tower company.
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 acquisition is worth approximately $2.2 billion and 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, or 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 approval 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.
Ralph Mupita, MTN Group’s CEO, 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.
The FCCPC condition aims to address potential competition concerns arising from MTN’s ownership of critical telecom infrastructure used by rival operators.
The NCC’s conditional AiP is separate from the FCCPC’s competition clearance, meaning MTN still has to satisfy the telecom regulator before it can obtain final approval in Nigeria.
The NCC’s conditions also preserve existing commercial arrangements between IHS and telecom operators. This is significant because IHS’s towers are used by multiple operators, including MTN’s competitors.
By requiring that existing contracts not be amended as a result of the acquisition and preventing exclusivity, the NCC seeks to ensure that MTN’s ownership of the infrastructure does not restrict competitors’ access to tower sites.
The investment-plan requirement also gives the regulator a mechanism to monitor MTN’s commitments after the transaction.
Nigeria is particularly important to the deal because IHS’s Nigerian portfolio represents more than 55% of its African tower assets.
The acquisition will therefore not only give MTN greater control over the infrastructure supporting its own network but also ownership of the infrastructure on which competing operators depend.
MTN’s regulatory process does not end with the Nigerian approvals. The acquisition affects IHS operations in South Africa, Côte d’Ivoire, Cameroon and Zambia, meaning the transaction remains subject to applicable competition and telecommunications regulatory reviews in those markets.
Regulators in those countries will assess issues including changes in ownership or control of critical telecom infrastructure, competition risks and whether rival operators will continue to have fair and open access to IHS towers.
MTN has said that regulatory reviews across its operating footprint are either complete or in progress, and expects to close the acquisition in the second half of 2026.
For MTN, the Nigerian approvals remove one of the most significant regulatory hurdles to the transaction. However, the NCC’s conditional AiP means the deal has yet to receive the final telecom-sector clearance required for the Nigerian component.
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