MTN Nigeria has announced plans to transfer the majority ownership of its fintech subsidiaries to MTN Group as part of a restructuring of its financial services business.
The company said MTN Group, through MTN Group Fintech, will acquire a 60 percent stake in each of MoMo Payment Service Bank (MoMo PSB) and Y’ello Digital Financial Services (YDFS). In comparison, MTN Nigeria will retain 40 percent in both companies.
The proposed transaction is valued at N95.5 billion on a debt-free, cash-free basis and implies a capital injection of about N152.06 billion into the businesses.
The move follows a N62.56 billion impairment recorded by MTN Nigeria on its fintech investments in its 2025 audited financial statements.
In a note to shareholders, the company said the fintech subsidiaries are currently loss-making, which it described as common at their stage of development.
MTN Nigeria said the restructuring would reduce its financial exposure while allowing it to benefit from future growth in the digital financial services market.
“The proposed transaction allows MTN Group to provide this funding and restructure the ownership and operating model of the fintech subsidiaries to accelerate growth and better capture emerging opportunities,” the company said.
The transaction will be completed in two phases.
In the first phase, MTN Group Fintech will acquire the 60 percent stake through a combination of new share issuance by the subsidiaries and the purchase of some shares from MTN Nigeria.
In the second phase, both parties will transfer their holdings into a new financial holding company, Fintech HoldCo, which will be owned 60 percent by MTN Group Fintech and 40 percent by MTN Nigeria.
Subject to approval by the Central Bank of Nigeria (CBN), Fintech HoldCo will become the full owner of both subsidiaries.
MTN Nigeria said KPMG provided an independent fairness opinion, concluding that the N95.5 billion valuation is fair and reasonable.
The company said the transaction would allow it to redirect capital to its telecommunications business, including network expansion, service improvement and digital infrastructure.
It added that the separation would improve its balance sheet, while fintech losses would no longer be fully consolidated in its results.
Minority shareholders in MTN Nigeria will retain their existing holdings in the telecom company and continue to have indirect exposure to the fintech business through MTN Nigeria’s 40 percent stake in the new structure.
MTN said the move is part of a wider group strategy already being implemented in markets such as Ghana and Uganda.
The company said the fintech subsidiaries would continue to focus on rural penetration, agent network expansion, merchant acquisition, digital payments, remittances and financial inclusion in Nigeria.
Shareholders are expected to vote on the related-party transaction at MTN Nigeria’s annual general meeting scheduled for April 30.
If approved, the company said it aims to complete the deal on or before December 31, subject to regulatory and legal approvals.
