M&A IN ACTION: LEGAL LESSONS FROM THE MTN/IHS TOWER DEAL

Large-scale mergers and acquisitions in Nigeria are never simple. They require careful navigation of regulatory approvals, deliberate structuring of consideration, and a clear understanding of the legal frameworks that govern both the transaction and the industry in which it takes place. The proposed acquisition of IHS Towers by MTN Group for approximately USD 6.2 billion offers a timely case study in how complex Nigerian M&A deals are assembled, and what commercial lawyers must account for at each stage.

At its most basic level, a transaction of this scale involving Nigerian assets and a listed acquirer triggers a range of regulatory obligations. Under the Investments and Securities Act 2025, mergers and acquisitions involving public companies require prior SEC approval. This is not merely a procedural formality. SEC’s review process examines the structure of the deal, the interests of minority shareholders, and whether the transaction raises concerns about market integrity. Timing approval correctly is essential to avoiding deal disruption, and lawyers who treat SEC engagement as a downstream concern rather than a front-end priority risk derailing timelines at the worst possible moment.

The Federal Competition and Consumer Protection Commission (FCCPC) is another key regulator that deal teams must engage early. For any transaction that meets the merger notification threshold, FCCPC approval is a condition precedent that cannot be bypassed or deferred. The Commission reviews the competitive effects of the proposed combination and has the authority to approve unconditionally, approve with conditions, or prohibit the transaction outright. In deals involving dominant market players, the risk of conditional approval or behavioural remedies is real and must be factored into deal strategy from the outset. Underestimating the Commission’s appetite for substantive review has cost parties both time and deal certainty in transactions past, and the MTN/IHS combination, given the scale and market position of both entities, is precisely the kind of transaction that warrants a careful competitive analysis before filing.

Sectoral regulators also come into play and cannot be treated as peripheral. IHS Towers operates in the telecommunications infrastructure space, which means engagement with the Nigerian Communications Commission is likely. Where a transaction cuts across multiple regulated industries, the coordination between advisers on the regulatory strategy becomes as important as the legal documentation itself. A fragmented regulatory approach, where each workstream operates in isolation, is a common source of delay and inconsistency in large deals. The advisers managing SEC, FCCPC, and sectoral regulatory processes must be working from the same transaction timeline and the same set of agreed positions.
The structure of consideration in cross-border transactions raises its own set of issues. Where payment involves shares in a foreign-listed entity, compliance with Nigeria’s foreign exchange regulations, including Central Bank of Nigeria requirements, is essential. Nigerian shareholders receiving foreign-listed shares as consideration must understand their rights, the mechanics of transfer, and the tax treatment of any gain arising. These are not questions to be resolved after signing. They belong in the pre-signing structuring conversation, and the transaction documents must address them with precision.

Due diligence in a deal of this nature is correspondingly complex. Beyond the standard review of contracts and corporate records, deal teams must examine regulatory compliance history across multiple jurisdictions, the status of licences and permits, exposure to litigation, and the adequacy of existing indemnity arrangements. For a business with IHS Towers’ operational footprint, the due diligence scope is broad, and the findings must be translated into representations, warranties, and indemnities that properly allocate risk between buyer and seller. Gaps at the due diligence stage have a way of becoming disputes at the completion or post-completion stage, and they are far more expensive to resolve at that point.
There is also the question of deal certainty mechanisms. In transactions of this size and complexity, the long gap between signing and completion, while regulatory approvals are obtained, creates exposure to material adverse changes. MAC clauses, break fee arrangements, and the conditions to completion must be negotiated with the full regulatory timeline in view.

The MTN/IHS deal illustrates that Nigerian M&A is increasingly sophisticated and increasingly scrutinised. For lawyers advising on large transactions, the lesson is consistent: regulatory engagement must begin early, structuring decisions must be made with the full regulatory map in view, and transaction documents must anticipate a regulatory environment that is growing more demanding by the year. Deals that are built around that reality close. Those that are not, do not.

Evita Felix-Okonti, Esq.
Associate Partner and Practice Group Lead, Corporate, Commercial and Industrial Law (CCI)