EQT Infrastructure has submitted a non-binding indicative proposal to acquire all of Cleanaway Waste Management Limited for $3.13 per share in cash. The proposal represents a 32.1% premium to Cleanaway’s closing share price of $2.37 on 12 August 2026 and delivers a 34.2% premium to the one-month volume weighted average price. The indicative cash offer is subject to adjustment for any dividends or distributions declared from the proposal date onwards.
The $3.13 per share price implies an enterprise value of approximately $9.4 billion for Cleanaway on a fully diluted basis. This translates to a 20x multiple on FY26 underlying EBIT of approximately $470 million, a valuation level that reflects EQT’s confidence in the stability and quality of Cleanaway’s waste management franchise. The proposal follows an initial unsolicited approach from EQT at $3.00 per share, suggesting the improved price emerged following preliminary discussions and indicates EQT’s willingness to move on value.
The Cleanaway board has determined that proceeding with EQT’s proposal is in shareholders’ best interests and intends to recommend the transaction to shareholders. This recommendation is conditional on negotiating a binding scheme implementation deed at no less than $3.13 per share on otherwise acceptable terms, as well as an independent expert concluding the proposal is in shareholders’ best interests. The board has also flagged the potential for a fully franked special dividend that could deliver additional value through franking credit benefits for some shareholders.
EQT Infrastructure has been granted exclusive due diligence rights for up to nine weeks from the announcement date. During this period, the parties will work toward agreeing on a binding scheme implementation deed. The proposal is conditional on standard requirements including satisfactory completion of due diligence, confirmation of no material deterioration in the business, assessment of change of control impacts on material contracts, and final approvals from the Foreign Investment Review Board and other regulatory bodies.
Investors should monitor developments on several fronts as the transaction progresses. The most immediate focus is whether EQT and Cleanaway can negotiate a binding deed within the exclusive period. The due diligence process will scrutinise the business closely, and while Cleanaway’s stable market position as Australia’s leading waste management operator provides confidence, any material liabilities or contract risks identified could impact the outcome. Shareholders should also watch for any competing bids, as the announcement includes protections around matching rights and termination fees. This announcement has been flagged as price sensitive and material by the ASX.
View the full ASX announcement (PDF)
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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