MTN Group Limited (JSE:MTN) agreed to acquire IHS Holding Limited (NYSE:IHS) for $2.9 billion on February 17, 2026. A cash consideration of $2.85 billion will be paid by MTN Group Limited. As part of consideration, $2.21 million is paid towards RSU common equity and $2.85 billion is paid towards common equity of IHS Holding Limited. In case of termination of transaction, MTN Group Limited will pay a termination fee of $149.0 million and seller will pay a termination fee of $104.3 million. Upon completion of the transaction IHS Holding will delist from the New York Stock Exchange and operate as a privately held company. The transaction will be funded through the rollover of MTN?s existing approximately 24% fully diluted stake in IHS, together with approximately $1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS balance sheet, and the rollover of no more than the existing IHS debt. On February 17, 2026, MTN Group Limited and Oranje-Nassau Développement S.C.A., FIAR, a fund managed by Wendel entered into a voting and support agreement with the Company with respect to the OND Covered Shares. As of the date of the OND Support Agreement, Oranje-Nassau Développement S.C.A., FIAR is the record and beneficial owner of 62,975,396 Ordinary Shares.

The transaction is subject to approval of merger agreement by target board, approval by regulatory board, approval of offer by target shareholders and minimum balance sheet requirements. IHS Holding Limited's board of directors has unanimously approved the entry into and the performance of the Merger Agreement, and recommended that the Company?s shareholders vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Merger and the Transactions at the Company Shareholders Meeting. MTN's Board has approved the transaction. Following the completion of the transaction, IHS will be de-listed from the New York Stock Exchange. The transaction is expected to close in 2026, and is subject to certain closing conditions.

BofA Securities acted as financial advisor for MTN Group Limited. Citigroup Global Markets Holdings Inc. acted as financial advisor for MTN Group Limited. Richard Hall of Cravath, Swaine & Moore LLP acted as legal advisor for MTN Group Limited. JPMorgan Chase & Co. acted as financial advisor for IHS Holding Limited. Marc Jaffe, Ian Schuman, Josh Dubofsky, Javier Stark, Benjamin Cohen, Bradd Williamson, Max Raskin, Alisa Hand, Matthew Dewitz, Jason Hegt, Natasha Burnett, and Emily Corbi, Amanda Reeves, Lindsey Champlin, and Michele Anderson of Latham & Watkins LLP, Sarah Gadd, Karl Mah, Hendrik Smit, Julie Van der Meersche, Rebecca Fielding, and James Leslie of Latham & Watkins (London) LLP, Héctor Armengod and Tomas Nilsson of Latham & Watkins, Brussels and Jana Dammann of Latham & Watkins Schön Nolte acted as legal advisor for IHS Holding Limited. Andrew Barker of Walkers (Cayman) LLP acted as legal advisor for IHS Holding Limited. Kyle A. Harris of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for Oranje-Nassau Développement S.C.A., FIAR. Dean Bennett and Vance Power of Appleby Global Services (Cayman) Limited act as legal advisor for MTN Group Limited. Philip Richter and Roy Tannenbaum of Fried Frank is advising J.P. Morgan as financial advisor to IHS Holding Limited.