HIS Holding Limited has agreed to be acquired by MTN Group Limited in an all-cash transaction valued at approximately $6.2 billion, marking one of the largest digital infrastructure deals in Africa and effectively reversing years of tower divestments by the continent’s biggest mobile operator.

Under the merger agreement announced Tuesday, shareholders of HIS Holding Limited will receive $8.50 per ordinary share in cash. The offer represents a 239 percent premium to the company’s share price when it announced a strategic review on March 12, 2024, a 36 percent premium to its 52-week volume-weighted average price as of February 4, 2026, and a three percent premium to its unaffected closing price of $8.23 on that same date.

The transaction will see MTN, Africa’s largest mobile network operator by subscribers, transition from being a major tenant and minority shareholder in HIS to full owner. Upon completion, HIS will delist from the New York Stock Exchange and become a wholly owned subsidiary of MTN.

Strategic reversal

For MTN, the deal represents a decisive shift. Over the past decade, many African telecom operators sold tower assets to independent infrastructure firms to unlock capital and reduce balance sheet pressure. MTN itself had reduced its direct exposure to tower ownership, retaining a roughly 24% fully diluted stake in HIS prior to the agreement.

Now, as data demand surges and digital infrastructure becomes increasingly strategic, MTN is moving to regain direct control.

Ralph Mupita, group president and CEO, MTN Group described the proposed acquisition as a pivotal step in strengthening MTN’s strategic and financial position in a future where digital infrastructure will be central to Africa’s development. He said the deal would enhance MTN’s ability to partner with governments and support long-term connectivity growth across its markets.

Shareholder backing secured

The board of HIS unanimously approved the agreement and recommended that shareholders vote in favor. MTN has committed to vote all its shares in support of the deal, while long-term shareholder Wendel has also issued a letter backing the transaction. Together, they account for more than 40% of shareholder support already secured.

Sam Darwish, chairman and CEO of HIS, said the agreement offers shareholders certainty and immediate value realization following a strategic review launched during a period of macroeconomic and geopolitical volatility across key markets.

Founded 25 years ago with a single tower in one market, HIS grew into one of the world’s largest independent tower companies by count, operating in 11 countries and managing approximately 40,000 towers at its peak.

Funding structure and conditions

The transaction will be financed through a combination of MTN rolling over its existing stake in HIS, approximately $1.1 billion in cash from MTN, about $1.1 billion from HIS’s own balance sheet, and the rollover of existing HIS debt. The company must also retain a minimum of $355 million in cash at closing.

Completion of the deal, expected in 2026, is subject to shareholder and regulatory approvals. Certain funding conditions are linked to the successful sale of IHS’s Latin American tower operations and its fiber business, both announced earlier in February.

J.P. Morgan is advising HIS on the transaction, while BofA Securities and Citigroup Global Markets are advising MTN.

A signal to the market

Beyond the financial metrics, the deal signals a broader recalibration in Africa’s telecom infrastructure landscape. After years of asset-light strategies and tower carve-outs, operators are increasingly reassessing the strategic value of infrastructure ownership amid rising data consumption, geopolitical uncertainty, and the push for digital sovereignty.

If completed, the acquisition will create the largest standalone and integrated tower company in Africa under MTN’s control, tightening the alignment between network operations and physical infrastructure in a region where connectivity remains both a commercial battleground and a development imperative. (BusinessDay)

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