IHS · IHS Holding Limited

Summary

IHS Holding Limited filed a Form 6-K/A disclosing the execution of an Agreement and Plan of Merger dated February 17, 2026, with MTN Group Limited, Mobile Telephone Networks (Netherlands) B.V., and Sub-Merger Co, pursuant to which Merger Sub will merge with the Company under Cayman Islands law, making it a wholly owned subsidiary of Holdings. The filing includes detailed representations, warranties, covenants, and related support agreements from MTN and Oranje-Nassau Développement.

Key takeaways

• Merger Agreement executed February 17, 2026, between IHS Holding Limited and Parent Parties (MTN Group Limited, Mobile Telephone Networks (Netherlands) B.V., Sub-Merger Co)
• Merger structure: Sub-Merger Co merges with and into Company; Company survives as wholly owned subsidiary of Holdings
• Company Board unanimously approved Merger and recommends shareholder approval at Company Shareholders Meeting
• Parent Support Agreement and Key Shareholder Support Agreement (Oranje-Nassau Développement) executed concurrently to vote in favor of Merger
• J.P. Morgan Securities, LLC provided fairness opinion on Per Share Merger Consideration to Company Board
• Closing subject to conditions including shareholder approval, regulatory approvals, and no Company Material Adverse Effect