MTN locks in 12-month pay protection for IHS staff ahead of takeover

As MTN Group moves closer to finalising its takeover of IHS Holding Limited, it has offered employees a measure of certainty: at least 12 months of guaranteed pay and core benefits following the deal’s completion.  

The commitment, outlined in merger documents filed with the United States Securities and Exchange Commission (SEC) on Wednesday, February 18, establishes a one-year protection period for employees transitioning into the combined entity.

IHS Towers had 2,864 employees globally as of December 31, 2024, making the assurances significant across multiple markets. The pledge is likely to ease concerns among workers in countries such as Nigeria, where both companies play outsized roles in maintaining telecom infrastructure.

The $2.2 billion deal would bring under MTN’s control a London-headquartered tower company that ranks among the largest independent operators in emerging markets. IHS owns and manages roughly 39,000 telecom towers across Africa, the Middle East, and Latin America, with Nigeria serving as its largest market. 

If completed, the merger would deepen MTN’s vertical integration by folding IHS’s tower portfolio more tightly into its network strategy and expanding its control over critical connectivity infrastructure across the continent.

Section 6.7 of the Agreement and Plan of Merger, filed with the SEC, establishes a 12-month “Continuation Period” beginning on the merger’s effective date. During this period, MTN must maintain compensation and benefits at levels no less favourable than those in place prior to closing. 

This includes preserving base salaries or hourly wages, maintaining substantially comparable short-term cash incentive opportunities, and providing employee benefits, including retirement, health, and welfare plans, that are broadly comparable in aggregate to existing arrangements. Defined benefit pensions and certain localised post-employment benefits are excluded, but the core compensation framework remains protected.

MTN has also committed to honouring existing IHS severance arrangements. Employees terminated during the Continuation Period would receive severance benefits no less favourable than those provided under pre-merger policies.

Equity awards will also be addressed. Vested stock options and restricted stock units are expected to be cancelled and converted into cash payments based on the per-share merger consideration. Unvested awards may be converted into cash-based retention incentives that continue vesting on their original schedules, encouraging continuity during the transition.

MTN will recognise employees’ prior years of service at IHS for purposes such as benefit eligibility, vesting, and vacation accrual, ensuring that tenure is not reset following the merger.

Although the agreement does not preclude future restructuring, the 12-month protections signal an attempt to maintain operational stability as two of Africa’s largest telecom infrastructure companies integrate their operations. In markets such as  Nigeria, the transaction is also expected to face regulatory scrutiny to ensure compliance with local labour and change-of-control requirements.