JSE-listed MTN Group is increasing its shareholding in IHS Towers to 100% to strengthen and reintegrate its ownership of critical digital infrastructure across Africa.

The proposed acquisition, subject to various approvals and the delisting of IHS from the New York Stock Exchange (NYSE), was accepted by IHS Towers at an offer of $8.50 a share.

MTN has about 24.7% shareholding in IHS, and, upon the completion of IHS’s announced disposals of its Latin American assets, it is intended that MTN will acquire the outstanding shares of IHS’s remaining business that it does not own and take the company private.

The funding for the proposed transaction of the remaining shares MTN does not already own, for a consideration of some $2.2-billion, will be through cash of about $1.1-billion on IHS’s balance sheet, along with available liquidity and debt from MTN.

The proposed transaction marks an important step to unlock compelling value for MTN, as IHS is one of the world’s largest tower companies with nearly 29 000 high-quality towers in Africa serving various mobile network operators in five key MTN markets.

“This proposed transaction is a pivotal step in further strengthening MTN Group’s strategic and financial position for a future where digital infrastructure will become ever more essential to Africa’s growth and development,” said MTN Group president and CEO Ralph Mupita.

By reintegrating the tower assets, MTN will be able to internalise the margin currently paid to IHS, benefit from current and future incremental third-party revenues, improve cost predictability and unlock significant long-term value embedded in its existing investment.

“This transaction gives us a unique opportunity to buy back our towers and strengthen our ability to be partners for progress to the nation states in which we operate.”

“For IHS customers and partners across the continent, we commit to continuing high standards of service and the right governance of what is the largest standalone and integrated tower company in Africa, enabled by the excellent people within IHS,” he continued.

Through this transaction, shareholders of IHS will receive $8.50 per share, translating to a 9.7% premium to the 30-day volume-weighted average price as at February 4 on the NYSE, enabling them to unlock the value of their investment.

Long-term IHS shareholder Wendel has provided a letter of support to vote in favour of the transaction and will receive full liquidity on its shares upon closing.

With support from Wendel and certain affiliates and MTN being able to vote at a general meeting, about 40% has already been secured of a minimum two-thirds approval of voting shareholders.

“The proposed transaction deepens our long-standing partnership with MTN as it combines Africa’s largest mobile network operator with one of its largest digital infrastructure platforms and underscores the strong connection between IHS Towers and the African continent,” IHS chairperson and CEO Sam Dawish commented.

In structuring this transaction, MTN remains focused on disciplined capital allocation inclusive of shareholder remuneration going forward.

No new equity issuance will be required at the MTN Group level and the funding plan allows for a short-term increase in leverage. The transaction is forecast to be accretive to net income and cash flow.

The proposed transaction is subject to IHS shareholder approval, regulatory approvals in the relevant markets and customary closing conditions.