Summary of rating move and market reaction
TD Cowen has lowered its recommendation on IHS Holding from Buy to Hold and reduced its price target to $8.50 from $17.00 following the announcement that MTN Group Limited will acquire IHS for $8.50 per share in cash. Shares of IHS are trading near $8.10, under the announced offer price, after a notable 105% gain over the past 12 months.
Deal terms and valuation
IHS entered into a merger agreement with MTN that places the equity consideration at $8.50 per share, valuing the company at an enterprise value of roughly $6.2 billion. The per-share offer is approximately 3% above IHS’s closing price of $8.23 on February 4, 2026, the date when reports indicated that negotiations with MTN were underway. Key valuation metrics reported for IHS include a price-to-earnings ratio of 5.11 and an EV/EBITDA multiple of 6.92, indicating what analysts described as an attractive valuation profile relative to the offer.
Financing structure and balance sheet conditions
The financing for the transaction will be structured through several components: MTN will roll over its existing stake in IHS, which represents roughly 24% on a fully diluted basis; MTN will contribute approximately $1.1 billion in cash; IHS will provide approximately $1.1 billion in cash from its own balance sheet; and the deal contemplates the rollover of no more than IHS’s existing debt. As part of the agreement, IHS is required to maintain a minimum of $335 million in cash on its balance sheet at closing. The transaction is anticipated to close in 2026.
Shareholder backing and board approval
The board of IHS unanimously approved the merger agreement. MTN has committed to vote all of its IHS shares in favor of the transaction, and long-term investor Wendel has provided a letter of support indicating its intention to vote in favor. Together, those commitments secure more than 40% of shareholder support for the proposed transaction ahead of any formal shareholder vote.
Recent operating performance and asset divestiture
IHS reported third-quarter 2025 results that materially exceeded consensus forecasts. The company posted earnings per share of $0.44 versus an expected $0.11, a 300% surprise. Revenue also topped estimates, coming in at $455.1 million against a projected $424.52 million, representing a 7.2% beat. Separately, IHS has agreed to divest its Latin American operations to Macquarie Asset Management for approximately $952 million, marking an exit from Brazil and Colombia. That sale includes more than 8,500 tower sites in Brazil and 270 sites in Colombia, consistent with the company’s stated aim of focusing on shareholder value creation.
Analyst rationale and market implications
TD Cowen’s downgrade and target cut follow the confirmation of the MTN transaction and reflect the new deal value and related dynamics. Market participants are now pricing IHS close to the offer level, while the company’s strong recent results and the Latin America divestiture are relevant inputs to investors assessing the transaction’s merits. The financing mix - including cash contributions from both parties, the rollover of MTN’s stake and a rollover of a limited amount of existing IHS debt - sets the parameters for closing and the required cash minimum for IHS at closing.
Timing and next steps
The parties expect the transaction to be completed in 2026, pending customary closing conditions and any regulatory or shareholder approvals that may be required. With the board’s unanimous approval and more than 40% of shareholder support already indicated through MTN’s commitment and a letter from Wendel, the deal has cleared several early procedural hurdles, while other approvals remain to be obtained before the transaction is finalized.
Bottom line
The announced MTN acquisition at $8.50 per share has prompted TD Cowen to adjust its stance on IHS, moving to Hold from Buy and setting a new target consistent with the all-cash offer. The transaction structure, shareholder commitments and recent operational outperformance are central elements shaping market response as the parties work toward a 2026 closing.