Key Highlights

  • Cleanaway entered a Scheme Implementation Deed with Sedum Group Pty Ltd, owned by funds managed or advised by EQT AB Group, to acquire 100% of its shares.
  • Shareholders would receive $3.095 cash per share less any dividends paid, implying an enterprise value of about $9.3 billion.
  • The Board may pay dividends of up to $0.19 per share before implementation, including a fully franked special dividend, which would be deducted from the consideration.
  • The Scheme Meeting is expected before the end of February 2027 and implementation by the end of March 2027.

Cleanaway Waste Management Limited (ASX:CWY) announced on 19 October 2026 that it has entered a Scheme Implementation Deed (SID) with Sedum Group Pty Ltd, an entity owned by funds managed, operated or advised by the EQT AB Group, under which the bidder has agreed to acquire 100% of Cleanaway shares by way of a scheme of arrangement.

Scheme consideration

Shareholders would receive $3.095 cash per share held on the record date, less the cash amount of any dividends paid. The figure reflects an indicative offer price of $3.13 per share, reduced for the FY26 final dividend of 3.5 cents per share paid on 8 October 2026. A ticking fee of $0.0002 per day applies from 1 June 2027 if implementation occurs after 31 May 2027.

The consideration implies an enterprise value of about $9.3 billion and about 20 times FY26 underlying EBIT of $470.2 million. Based on the $3.13 value, it represents premiums of 32.1% to the closing price of $2.37 on 12 August 2026, the last trading day before EQT’s non-binding proposal was announced, 34.2% to the one-month VWAP, 34.5% to the three-month VWAP and 34.0% to the six-month VWAP. Net debt and debt-like items were $2,288.7 million at June 2026.

Dividends before implementation

The SID allows Cleanaway to pay one or more cash dividends of up to $0.19 per share in aggregate before implementation, which may include a fully franked special dividend. The Board currently expects the total to be between $0.145 and $0.190 per share. The company said there is no certainty about the amount, timing or franked proportion, which depends on Board approval, tax advice, the timing of implementation and the franking credits and retained earnings available.

Board recommendation

The Cleanaway Board unanimously recommends that shareholders vote in favour, in the absence of a Superior Proposal and subject to an Independent Expert concluding, and continuing to conclude, that the scheme is in the best interests of shareholders. Each director intends to vote their shares in favour on the same basis. The Board appointed Kroll Australia Pty Ltd as Independent Expert.

Conditions and deal terms

Conditions include regulatory approvals from the Foreign Investment Review Board, the ACCC and the competition authorities of Kuwait and Saudi Arabia, shareholder approval at the Scheme Meeting, Federal Court approval, the Independent Expert’s view, and no Material Adverse Change or Prescribed Occurrence. Change of control consents for specified material contracts must be obtained by 14 December 2026, the target date for despatch of the Scheme Booklet, or a later agreed date. The scheme is not subject to a financing condition.

The SID has limited termination rights, a break fee payable by Cleanaway and a reverse break fee payable by EQT in customary circumstances, no-shop, no-talk and no-due-diligence obligations, the latter two subject to a fiduciary exception, and a matching right for any Superior Proposal.

Timetable and advisers

Shareholders do not need to take action now. The Scheme Meeting is expected before the end of February 2027, and implementation by the end of March 2027, subject to conditions, Court approval and regulatory timing. The Scheme Booklet will include the reasons for the recommendation and the Independent Expert’s Report. Barrenjoey and Macquarie Capital are joint financial advisers and Ashurst Perkins Coie is legal adviser.