On August 24, 2026, Nigeria's Federal Competition and Consumer Protection Commission (FCCPC) conditionally approved MTN Group's roughly $6.2 billion enterprise-value acquisition of IHS Holding. The condition: MTN must sell down up to 30% of the Nigerian component of IHS at market prices over time. Nairametrics reported that MTN received the conditional approval and said it was comfortable with the terms. The decision is a reasonable first answer to a hard problem. It is not yet a complete one.
The strongest case for intervention
Regulators have a real concern. MTN is Nigeria's largest mobile operator, and IHS is the largest tower company serving it and its rivals. Nairametrics put IHS at about 16,500 of roughly 40,000 evaluated Nigerian towers, around 41% of the market, with mobile operators' own towers at 34% and American Tower at 23%. Other outlets cite somewhat different tower counts, from about 16,000 to 18,000, so the exact number is contested. The direction is not.
A vertically integrated MTN could, in principle, raise lease prices, slow rollouts or deprioritise co-location requests from Airtel and other rivals. Rivals depend on these towers to compete on coverage. Anyone who dismisses this risk is ignoring how passive infrastructure works: a tower is a local bottleneck, and a site that rivals cannot replicate cheaply gives its owner leverage. The FCCPC is right to treat the deal as more than a financial transaction.
Why a minority sell-down is a pragmatic remedy
Structural remedies are usually cleaner than behavioural ones, and this one has a useful feature. It does not block a deal that brings MTN's passive infrastructure back in-house, a move MTN presents as strategically sensible after years of sale-and-leaseback arrangements. Developing Telecoms reports that MTN said the sale would happen on an arm's-length commercial basis and subject to market conditions.
The approach also fits a pro-investment posture. Blocking the deal outright could have signalled to infrastructure investors that Nigerian tower assets are hard to consolidate or exit. A market-priced sell-down to local investors can deepen domestic capital markets, and MTN says proceeds would pay down IHS-related debt. Nairametrics put the likely value of the stake at $900 million to $1.1 billion.
Where the remedy falls short
Here is the analytical weak point. A 30% minority stake held by domestic investors does not change who controls IHS Nigeria. MTN would still hold roughly 70% of the Nigerian business. Minority shareholders can receive dividends without gaining any say over tower pricing, site prioritisation or co-location terms. If the aim is non-discriminatory access for rivals, ownership dilution is an indirect tool.
The condition's own wording adds uncertainty. It says "up to 30%" and "over time." Neither phrase sets a binding floor or a deadline. A remedy that depends on the market's appetite is only as strong as the timetable that enforces it. Without milestones, "over time" can stretch indefinitely.
The better safeguard sits with the sector regulator. The Nigerian Communications Commission already runs an infrastructure framework. It consulted publicly in 2020 on Guidelines on Collocation and Infrastructure Sharing and Business Rules on Active Infrastructure Sharing, and it publishes an Infrastructure Sharing and Co-location Services licence. Those instruments, rather than share ownership, are where non-discrimination should be enforced. Reports indicate the NCC has also attached safeguards on existing contracts and market access, though I could not verify those from the regulator's own text and treat them as reported, not confirmed.
What proportionate oversight looks like
A proportionate approach would ask for three things, none of which requires heavier regulation.
- Published, auditable access terms. IHS Nigeria should keep standardised service-level agreements and pricing principles that apply equally to MTN and its rivals, so discrimination can be detected and not merely suspected.
- A dated sell-down schedule. The FCCPC and MTN should publish interim milestones so that "over time" has a measurable meaning, with a transparent reporting channel for the divested share.
- Existing-contract protection. Current tenancy agreements with rival operators should continue on their current terms during and after the transition, with a fast complaint route to the NCC.
These measures target the actual harm, which is discriminatory access. They do not penalise scale or investment. That matters for a country that needs towers, fibre and capital to extend coverage. Over-regulating the sector could depress the very capital expenditure that rural connectivity relies on.
The wider lesson
Nigeria is handling a consolidation that many regulators would find uncomfortable by pairing a merger decision with a sector-specific access regime. That division of labour is sensible: competition authorities judge structure, and the telecoms regulator polices conduct. The risk is that each assumes the other has done the work.
The FCCPC condition is better read as a floor than a finish line. If the sell-down is real, dated and attracts credible domestic buyers, it will be a useful precedent for structural remedies in African infrastructure deals. If it becomes an open-ended promise, rivals will be left relying on goodwill. Open access is protected by enforceable rules on price, service levels and contract continuity, and ownership percentages can't substitute for them.