Cleanaway Backs EQT's A$3.095-a-Share Take-Private, Valuing the Waste Group at A$9.3 Billion

Australia's biggest waste company has agreed to leave the ASX — at a price set in August, trimmed for a dividend already paid, and signed on Monday.

Cleanaway Waste Management Limited (ASX: CWY) announced on Monday, October 19, 2026 that it has entered into a Scheme Implementation Deed with Sedum Group Pty Ltd, an entity owned by funds managed, operated and/or advised by the EQT AB Group, under which the bidder will acquire 100% of the shares in Cleanaway by way of a scheme of arrangement. Cleanaway shareholders will receive A$3.095 in cash for each share held on the scheme record date, less the cash amount of any dividends paid before implementation, implying an enterprise valuation of approximately A$9.3 billion — about US$6.5 billion, per Reuters. All Cleanaway figures in this article are Australian dollars unless stated otherwise.

A price set in August, signed in October

The price was negotiated in August; October merely made it binding. The A$3.095 consideration reflects the indicative offer price of A$3.13 per share, reduced for the FY26 final dividend of 3.5 cents per share paid on October 8, 2026 — shareholders who held the stock through that payment have already banked the difference. Measured on the full A$3.13 of value, the deal represents a premium of 32.1% to the last closing share price of A$2.37 on August 12, 2026, 34.2% to the one-month volume weighted average price of A$2.33, 34.5% to the three-month VWAP of A$2.33 and 34.0% to the six-month VWAP of A$2.34, and an implied multiple of approximately 20 times FY26 underlying EBIT of A$470.2 million. The enterprise value is struck on 2.26 billion fully paid ordinary shares and performance rights, total net debt and debt-like items of A$2.29 billion and non-controlling interests of A$1.6 million, as disclosed at June 2026.

The path here ran through two quieter announcements. The proposal follows an initial unsolicited, non-binding indicative proposal to acquire 100% of the shares in Cleanaway for $3.00 per share; EQT then lifted its indicative price to A$3.13, and on August 13, 2026 Cleanaway granted EQT up to nine weeks of exclusive due diligence under a Transaction Process Deed and confirmed its directors intended to recommend a binding deal at no less than that price. Monday's deed is that process landing — at the same headline price, with the dividend adjustment doing the arithmetic between A$3.13 and A$3.095.

Dividends, a ticking fee and a A$69.8 million break fee

Cleanaway may still pay shareholders more cash before the deal completes — it just comes off the price. The board may declare one or more cash dividends of up to A$0.19 per share in aggregate before implementation, including a fully franked special dividend it currently expects to land between A$0.145 and A$0.190 per share, subject to franking credits and retained earnings; every cent paid is deducted from the A$3.095. If implementation slips past May 31, 2027, a ticking fee of A$0.0002 per share per day accrues from June 1, 2027 until the scheme is implemented. The deed itself sets both the break fee and the reverse break fee at A$69,794,325, payable in customary circumstances, and the scheme is not subject to any financing condition. Cleanaway is bound by customary no-shop, no-talk and no-due-diligence exclusivity, with a fiduciary exception on the latter two and a matching right for EQT over any superior proposal.

Four regulators, an expert's report and a February vote

What remains is approvals. Implementation requires regulatory approvals from the Foreign Investment Review Board, the Australian Competition and Consumer Commission and the competition authorities of Kuwait and Saudi Arabia — the last two reflecting Cleanaway's Middle East operations — plus approval by Cleanaway shareholders at the scheme meeting and by the Federal Court of Australia, an Independent Expert conclusion that the scheme is in the best interests of Cleanaway shareholders, no material adverse change, and change-of-control consents for specified material contracts by December 14, 2026, the target date for despatch of the scheme booklet. The board has appointed Kroll Australia Pty Ltd as the Independent Expert. The scheme meeting is expected before the end of February 2027 and implementation by the end of March 2027, both indicative and subject to regulatory timing.

The market's first verdict was emphatic but not complete. Reuters reported Cleanaway shares rose nearly 20% to A$2.960 on Monday, set for their best day since October 2011 — and still below the A$3.095 cash price. A share price below a signed cash price is the market charging for the months of approvals still to run: FIRB and ACCC reviews, two offshore competition clearances and a shareholder vote all sit between Monday's deed and the cash.

What EQT is buying, and what the board weighed

Cleanaway is Australia's leading total waste solution provider: more than 9,700 people across more than 350 locations in Australia, New Zealand and the Middle East, running the country's largest waste and industrial services fleet of over 6,200 vehicles, with recycling facilities, transfer stations, engineered landfills, liquid treatment plants and refineries. For EQT, waste is a core global theme — its existing portfolio includes Urbaser, ReWorld, Encyclis and Arcwood — and this deal takes EQT Infrastructure VI to an expected 85–90 percent invested, including closed and signed investments. EQT itself runs about €354 billion in total assets under management, including €195 billion in fee-generating assets, as of September 30, 2026.

The board did not sell a standstill. Chair Samantha Hogg said the board had carefully assessed EQT's proposal against the value of Cleanaway on a standalone basis, including the opportunities ahead under its Blueprint 2030 2.0 strategy and the investment and execution required to deliver them, and was unanimous that the scheme delivers strong and certain cash value to shareholders, at a significant premium to Cleanaway's undisturbed share price. Each director intends to vote the shares they hold or control in favour. The standalone path had a number attached: Cleanaway expects to deliver underlying EBIT of between $500 million and $530 million for FY27, up from A$470.2 million in FY26. At roughly 20 times the earnings just reported — and a lower multiple of the earnings guided — the board chose certain cash over the investment and execution risk of getting there alone. Shareholders need take no action until the scheme booklet arrives.