Cleanaway backs $3.13 per share takeover bid from EQT Infrastructure in $9.4 billion deal
Cleanaway Waste Management (ASX: CWY) has received a conditional, non-binding indicative proposal from EQT Infrastructure to acquire 100% of its shares by way of a scheme of arrangement. The indicative cash price is $3.13 per share, implying an enterprise value of approximately $9.4 billion.
The price is stated as $3.13 per share, less the cash amount of any dividends (including any special dividend) or other distributions declared or paid from the date of the Proposal. The Cleanaway Board has confirmed its intention to recommend the Proposal, subject to the negotiation and execution of a SID, in the absence of a superior proposal and subject to an independent expert concluding that the Proposal is in the best interests of Cleanaway shareholders.
This remains a proposal rather than a binding deal. There is no certainty it will proceed to a transaction, and shareholders do not need to take any action at this stage.
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What the offer means for shareholders — a 32% premium
The $3.13 cash price represents a substantial premium across all recent trading benchmarks for Cleanaway shares. Against the last closing price of $2.37 on 12 August 2026, the offer reflects a premium of 32.1%, with premiums above 34% measured against one, three, and six-month volume weighted average prices.
| Metric | Reference Price | Premium |
|---|---|---|
| Last close (12 Aug 2026) | $2.37 | 32.1% |
| 1-month VWAP | $2.33 | 34.2% |
| 3-month VWAP | $2.33 | 34.5% |
| 6-month VWAP | $2.34 | 34.0% |
On a valuation basis, the Proposal price implies an Enterprise Value to FY26 EBIT multiple of approximately 20x. For shareholders, the offer places a meaningful premium to the price at which Cleanaway shares have traded in recent months.
The potential special dividend sweetener
The Proposal contemplates the potential for Cleanaway to consider a fully franked special dividend that may deliver additional value to shareholders. This value would flow from the distribution of franking credits, subject to each shareholder’s individual tax position.
Importantly, the headline $3.13 price is reduced by the cash amount of any such dividend. The additional value is therefore not simply added to the offer price for all shareholders. Instead, the benefit is realised through the franking credits attached to any special dividend, the value of which varies by shareholder.
How the deal got here and what happens next
The current Proposal follows an initial unsolicited, non-binding indicative proposal from EQT to acquire Cleanaway for $3.00 per share, alongside the provision of limited non-public information on a non-exclusive basis. The revised $3.13 offer supersedes that earlier approach.
After consultation with its advisers, the Board determined it was in shareholders’ best interests to grant EQT up to 9 weeks exclusive due diligence and to negotiate a scheme implementation deed (SID). The parties have entered a Transaction Process Deed providing for exclusive due diligence and the intention to recommend.
Entry into a binding SID remains subject to a number of conditions:
- Satisfactory completion of customary due diligence, including confirmation of no deterioration in the business, no significant undisclosed liabilities, and a change-of-control review of material contracts.
The due diligence process will also cover known legal exposures, including the landfill levy liability arising from the Victorian Supreme Court’s May 2026 ruling, which found quarry materials used at the Melbourne Regional Landfill constitute waste for levy purposes across three audit periods totalling $18.8 million.
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A unanimous Cleanaway Board recommendation.
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EQT obtaining final approvals for the transaction.
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Entry into a SID on customary terms including deal protection mechanisms, a break fee, regulatory approvals (FIRB and ACCC), and no material adverse change to the business.
The deed also contemplates a ticking fee of 0.02c cash per share per day should implementation occur after 31 March 2027. Cleanaway has appointed Barrenjoey and Macquarie Capital as joint financial advisers, with Ashurst Perkins Coie as its legal adviser.
Cleanaway lifts the lid on FY27 — earnings growth ahead
Alongside the Proposal, Cleanaway reaffirmed its expectation, first flagged on 22 July 2026, to report FY26 underlying EBIT of approximately $470 million. That performance reflected strength in Solids Waste Services and Contract Resources, and better-than-expected management of the impacts related to the Middle East crisis, offset by lower-than-expected performance in parts of the Environmental and Technical Solutions portfolio.
The FY26 guidance revision, which had lowered expected EBIT to $460-$480 million due to elevated fuel and logistics costs from the Middle East conflict, now sits below the reaffirmed $470 million outcome, reflecting faster-than-anticipated contract repricing across Cleanaway’s customer base.
The company also provided its FY27 outlook, expecting to deliver underlying EBIT of between $500 million and $530 million. This reflects collections-led growth and recovery in areas that underperformed in FY26, partly offset by higher costs relating to IT systems and technology upgrades and Blueprint 2030 2.0 capability.
FY27 Earnings Guidance
Cleanaway expects underlying EBIT of $500 million to $530 million for FY27, pointing to growth momentum driven by collections-led expansion and recovery in previously underperforming areas.
Further detail is expected as part of Cleanaway’s FY26 full year results, due on 20 August 2026.
Understanding a scheme of arrangement
The Transaction Process Deed includes a fiduciary exception and a matching right. In plain terms, the Board can still consider a genuine Superior Proposal should one emerge, while EQT retains a right to match any competing offer. This structure protects shareholders’ ability to receive a better deal while preserving the current Proposal.
Why does this matter? The premium of around 34% represents real value placed on the table, yet the deal remains conditional and non-binding until a SID is executed.
The investment takeaway
The Proposal offers $3.13 cash per share, a premium of approximately 32% to the last close, and an implied enterprise value of around $9.4 billion, with the Board confirming its intention to recommend in the absence of a superior proposal. The FY27 EBIT guidance of $500 million to $530 million points to underlying growth momentum independent of any transaction.
Balanced against this, the Proposal is non-binding and remains subject to satisfactory due diligence, FIRB and ACCC approvals, execution of a SID, and an independent expert concluding the transaction is in shareholders’ best interests. There is no certainty the Proposal will lead to a binding deal.
The Transaction Process Deed imposes “no shop” and “no talk” exclusivity restrictions, while leaving the door open for a genuine Superior Proposal. Cleanaway has confirmed it will update shareholders in due course, and no action is required from shareholders at this stage.
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