IHS Holding is consulting with JPMorgan Chase & Co for advice regarding an escalating standoff with its largest shareholders over how the African tower operator is run, according to people familiar with the matter.

The move comes as management fears that governance changes sought by MTN Group and Wendel, which together own about 45% of IHS, could enable a hostile takeover, said the people, who asked not to be identified because the information is private.

Shareholders representing about 48% of IHS shares submitted the proposals to bring its governance in line with best practice at US-listed companies and to improve market perceptions, Wendel said in a statement.

“Members of the IHS board and management team seem to be portraying these uncontroversial governance-orientated proposals as a takeover effort by a small number of shareholders,” Wendel said in the statement. “That’s disingenuous and an attempt at misdirection.”

IHS, MTN and JPMorgan declined to comment on the matter.

The shareholder dispute comes as IHS shares have lost about 60% since the company’s 2021 initial public offering in New York. Tower firms in Africa are facing demands for major investment in their networks as broadband and smartphone use surges on the continent.

In addition to governance issues, some shareholders are also concerned about capital allocation and high prices of assets as IHS seeks to diversify away from its biggest market, Nigeria, to Latin America and Persian Gulf countries, said the people.

Extraordinary meeting

MTN, the firm’s biggest shareholder with a 26% stake, this week requested an extraordinary shareholder meeting to vote on the governance proposals, which would boost its presence on the board.

IHS said on Wednesday that MTN doesn’t have the right to call such a meeting and that the mobile operator’s voting rights were capped at 20% in a 2014 agreement.