EQT Infrastructure has moved to acquire Cleanaway Waste Management for $3.095 per share in cash, with the acquisition valued at approximately $9.3 billion on an enterprise basis. The Swedish infrastructure investor, through its Sedum Group vehicle, is offering a 34.5% premium to Cleanaway’s three-month volume-weighted average price as of 12 August 2026. The deal represents a 20x multiple on Cleanaway’s FY26 underlying earnings before interest, tax, depreciation and amortisation, reflecting EQT’s confidence in the cash generation capability of Australia’s largest waste services operator.
The scheme consideration includes scope for a special dividend, with Cleanaway’s Board expecting to declare between $0.145 and $0.190 per share prior to scheme implementation. Any such dividend would be deducted from the headline $3.095 offer price, creating a trade-off between the amount returned immediately and the final scheme consideration received. This structure provides the Board flexibility to manage franking credits and capital ahead of the change of control. The Board has unanimously recommended shareholders vote in favour of the scheme in the absence of a competing proposal and subject to an independent expert’s assessment confirming the deal is in shareholders’ best interests.
Implementation hinges on several regulatory approvals. The Bidder must secure clearances from the Foreign Investment Review Board by early February 2027, along with determinations from the Australian Competition and Consumer Commission. Given Cleanaway’s Gulf waste operations, the scheme also requires approvals from competition authorities in Kuwait and Saudi Arabia. Cleanaway has appointed Kroll Australia as the independent expert, whose report will feature in the scheme booklet to be despatched before the shareholder meeting. The deal carries no financing condition, suggesting EQT has secured funding certainty for the acquisition price.
The scheme meeting is targeted for before the end of February 2027, with implementation expected by the end of March 2027, subject to regulatory timelines and shareholder approval. Directors have individually confirmed their voting intentions to support the scheme, and the Board has committed to use reasonable endeavours to maintain this recommendation absent a superior proposal or adverse change in the independent expert’s assessment. The timetable provides visibility on the regulatory path and shareholder decision within the next four months.
Investors should monitor the regulatory approval process closely, particularly any undertakings or conditions imposed by the ACCC or FIRB, as these could signal integration complexity and operational constraints facing the combined business post-completion. The independent expert’s report will be critical, assessing whether Cleanaway’s standalone prospects under its Blueprint 2030 strategy offer better value than the certainty of EQT’s fixed cash consideration. This announcement is price sensitive and has been flagged as material by the ASX.
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About Cleanaway Waste Management Limited (ASX: CWY)
Cleanaway Waste Management Limited is Australia’s largest waste management business providing collection, processing, treatment, recycling, and disposal of waste across municipal, commercial, and industrial sectors. The company operates a national footprint and handles hazardous liquids, medical waste, and various industrial waste streams. It also owns and manages transfer stations, recycling facilities, and landfills across Australia.
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