Cleanaway Waste Management has agreed to a Scheme Implementation Deed with EQT Infrastructure, formalizing the unsolicited takeover proposal. Shareholders would receive $3.095 per share in cash, calculated as the $3.13 indicative offer less the FY26 final dividend of 3.5 cents distributed on 8 October. The company may also pay additional dividends between 14.5 and 19.0 cents per share. The Board has recommended shareholders vote in favour of the scheme, pending an Independent Expert’s Report confirming it is in their best interests.
FY26 underlying EBIT grew 14.2 percent to $470.2 million, with underlying earnings per share reaching 10.0 cents and Return on Capital Employed improving to 9.7 percent. Free cash flow surged approximately 64 percent to $213.8 million. On safety, the company reported meaningful improvements: Serious Injury Frequency Rate fell 57.1 percent to 0.3 and Total Recordable Injury Frequency Rate improved 21.3 percent to 3.7. However, two fatalities at Cleanaway-operated sites prompted an independent HSE strategy review and a Board-approved action plan.
Performance varied across divisions. Solid Waste Services and Contract Resources (in its first year post-acquisition) performed strongly, while Health Services, Industrial Services and Oils & Technical Services underperformed, weighing on organic growth. Management has identified root causes and is implementing targeted remedial actions.
Shareholder concerns about remuneration contributed to a second strike on the Remuneration Report. The Board exercised material negative discretion on FY26 outcomes: CEO and Executive KMP received 17.5 percent of STI target (equivalent to 10 percent of maximum), while long-term incentives vested at 37.6 percent. The FY27 framework has been restructured to increase free cash flow weighting to 35 percent of STI, raise deferral to 40 percent and better anchor outcomes to shareholder experience.
Management reaffirmed FY27 underlying EBIT guidance of $500 to $530 million, driven by expected organic growth in Solid Waste Services, recovery in underperforming divisions and incremental cost savings. The EQT transaction does not change Cleanaway’s operational priorities until any implementation. Investors should monitor the Independent Expert’s assessment, the scheme meeting timeline and execution of targeted recovery actions in Health Services and Industrial Services, as these will inform views on Cleanaway’s standalone value relative to the EQT offer price. This announcement is price sensitive and 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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