Cleanaway has received a $3.13 per share non-binding acquisition proposal from EQT Infrastructure, representing a 32% premium. The board has granted exclusive due diligence and signalled its intention to recommend the deal, subject to conditions and no superior offer emerging.
- EQT Infrastructure offers $3.13 per share for Cleanaway
- Proposal implies $9.4 billion enterprise valuation and 20x FY26 EBIT multiple
- Cleanaway grants EQT exclusive due diligence for up to nine weeks
- Board intends to recommend proposal pending binding agreement and expert opinion
- FY27 EBIT guidance updated to $500 million–$530 million
EQT Makes Conditional $3.13 Per Share Offer with Board Support
Cleanaway Waste Management Limited (ASX:CWY) has received a non-binding, conditional proposal from EQT Infrastructure to acquire 100% of its shares via a scheme of arrangement at $3.13 per share in cash. This offer represents a 32.1% premium to Cleanaway's last closing price on 12 August 2026 and implies an enterprise valuation of approximately $9.4 billion. The offer price corresponds to an enterprise value to FY26 underlying EBIT multiple of around 20 times.
Following an earlier unsolicited offer of $3.00 per share, Cleanaway has granted EQT exclusive due diligence rights for up to nine weeks to negotiate a binding scheme implementation deed (SID). The Cleanaway board has stated its intention to recommend the proposal to shareholders, provided the final terms are acceptable, the price remains no less than $3.13 per share, and no superior proposal emerges. An independent expert's opinion confirming the proposal's alignment with shareholder interests is also a condition.
Potential Special Dividend and Ticking Fee Add Complexity
The proposal includes the possibility of a fully franked special dividend, which could provide additional value to shareholders by distributing franking credits, subject to individual tax positions. Moreover, a ticking fee of 0.02 cents per share per day applies if the transaction completes after 31 March 2027, incentivising timely execution.
Transaction Conditions and Regulatory Approvals
The transaction remains subject to customary conditions, including satisfactory due diligence by EQT confirming no material deterioration or undisclosed liabilities, unanimous board recommendation, regulatory approvals from the Foreign Investment Review Board and the Australian Competition & Consumer Commission, and no material adverse change to Cleanaway's business. The exclusivity arrangements restrict Cleanaway from soliciting or engaging with competing proposals during the due diligence period, although a fiduciary exception allows the board to consider superior offers.
Financial Outlook Reflects Growth and Cost Pressures
Cleanaway reaffirmed its FY26 underlying EBIT guidance at approximately $470 million, reflecting strong performances in Solids Waste Services and Contract Resources, offset by some underperformance in Environmental and Technical Solutions and impacts from the Middle East crisis. The company updated its FY27 EBIT guidance to a range of $500 million to $530 million, anticipating collections-led growth and recovery in weaker areas, balanced against higher costs from IT system upgrades and the Blueprint 2030 2.0 capability program. This update follows earlier guidance confirmed amid a CFO transition and strategic initiatives focused on margin expansion and digitisation.
Board and Advisers Position Cleanaway for Potential Takeover
Cleanaway has engaged Barrenjoey and Macquarie Capital as joint financial advisers and Ashurst Perkins Coie as legal adviser in relation to the proposal. The Cleanaway directors have committed to voting in favour of the transaction and recommending it to shareholders, subject to the absence of a superior proposal and a positive independent expert report. The exclusivity and matching rights provisions in the Transaction Process Deed provide EQT with protection while allowing Cleanaway to consider better offers if they arise.
Bottom Line?
Cleanaway’s board endorsement and exclusive due diligence mark a significant step towards a potential $9.4 billion takeover by EQT, but shareholders should watch for competing bids and regulatory hurdles before the deal crystallises.
Questions in the middle?
- Will any competing bidders emerge during the exclusivity period to challenge EQT’s offer?
- How will the potential special dividend and ticking fee influence shareholder returns and deal timing?
- Can Cleanaway’s FY27 growth and cost management plans sustain momentum amid integration and strategic upgrades?