MTN Nigeria Communications Plc has announced plans to restructure its fintech operations by selling a 60% stake in its key subsidiaries, MoMo Payment Service Bank and Y’ello Digital Financial Services to MTN Group.
The proposed transaction, valued at N152.06 billion, was disclosed in a document shared with shareholders ahead of the company’s Annual General Meeting scheduled for April 30, 2026.
According to the company, the deal will involve a combination of fresh capital injection into the fintech subsidiaries and the sale of existing shares held by MTN Nigeria. Following completion, MTN Group, through its subsidiary MTN Group Fintech B.V., will hold a 60% controlling stake, while MTN Nigeria will retain a 40% interest.
“MTN Group (via MTN Group Fintech B.V.) will invest N1 52.06 billion for a 60% stake in the Fintech Subsidiaries.
“This will be executed through a combination of primary injection of capital into the Fintech Subsidiaries and a secondary acquisition of shares directly from MTN Nigeria, while MTN Nigeria will ret ain 40%,” the company stated.
As part of the restructuring, both parties plan to transfer their respective stakes into a new holding company that will be registered with the Central Bank of Nigeria. This structure will formalise a shared ownership model, with MTN Group Fintech holding 60% and MTN Nigeria retaining 40%.
The company also disclosed that KPMG provided an independent fairness opinion, describing the agreed valuation of N95.5 billion as fair and reasonable. The valuation represents a 2.1 times premium over the fintech subsidiaries’ carrying value as of December 2025.
MTN Nigeria explained that while it has fully funded the fintech businesses up to this point, their continued growth will require significant additional investment. The proposed transaction is expected to enable MTN Group to provide the financial backing needed to expand and compete effectively in Nigeria’s growing digital financial services market.
Beyond funding, the restructuring is also aimed at improving MTN Nigeria’s financial position. By reducing its funding obligations to the fintech subsidiaries, the company expects to strengthen its free cash flow and enhance overall financial performance.
The move will also allow MTN Nigeria to focus more resources on its core telecommunications business, including maintaining network leadership, improving service quality, and supporting long-term growth.
Importantly, the company noted that shareholders’ equity in MTN Nigeria will remain unchanged if the transaction is approved. Investors will still retain exposure to the fintech segment through the company’s 40% stake.
MTN Nigeria further revealed that the fintech subsidiaries are currently loss-making, and separating their financials is expected to improve reported performance and potentially support more stable or improved dividend payouts over the next three to five years.
The transaction remains subject to shareholder approval and regulatory clearance, with completion targeted on or before December 31, 2026.
