Cleanaway Waste Management Limited has told the market that EQT Infrastructure has provided a further written re-confirmation under the Transaction Process Deed relating to

In an ASX and media release dated 5 October 2026, Cleanaway Waste Management Limited (ASX:CWY) provided an update on the proposal from EQT Infrastructure. The release refers back to the company’s announcement on 13 August 2026 about the process and exclusivity deed entered into with EQT in connection with EQT’s confidential, non-binding indicative proposal dated 3 August 2026. The proposed transaction would see EQT acquire 100 per cent of Cleanaway’s shares by way of a scheme of arrangement.

Cleanaway describes itself as Australia’s leading total waste solution provider, with more than 9,700 people operating across more than 350 locations in Australia, New Zealand and the Middle East. The sections below summarise the announcement, the sector context, the risks described and the next steps.

Press Release Details

Cleanaway reports that EQT has provided written re-confirmation under the Transaction Process Deed. This follows the initial confirmation provided by EQT on 14 September 2026 and a further confirmation on 28 September 2026. As contemplated by the deed, the latest re-confirmation states three things.

First, nothing has arisen in EQT’s Due Diligence review that is likely to cause it not to proceed with the potential transaction on the terms set out in the proposal. Second, EQT does not intend to make any variations to the proposal terms that would make the potential transaction less favourable to Cleanaway shareholders. Third, EQT is committed to proceeding for consideration that is no less than the indicative offer price, and to entering into an implementation deed on or before the expiry of the exclusivity period under the Transaction Process Deed.

The release adds that EQT is continuing to progress its confirmatory due diligence and that the parties are working toward the negotiation and execution of an implementation deed. The announcement does not state the indicative Offer Price or the date on which the exclusivity period expires.

Cleanaway also states that there is no certainty that the proposal will lead to a binding proposal capable of being put to shareholders, or that any transaction will proceed. Shareholders do not need to take any action at this time, and the company will provide further updates to the market as appropriate. The announcement was authorised by the Cleanaway Board of Directors.

In its company background, Cleanaway notes that it manages Australia’s largest waste and industrial services fleet, with more than 6,200 vehicles, supported by recycling facilities, transfer stations, engineered landfills, liquid treatment plants and refineries.

Sector Backdrop

Waste management and resource recovery is an infrastructure-style sector, with Assets that include collection fleets, transfer stations, landfills and processing facilities. Revenue is typically linked to long-term contracts with councils and commercial customers, and to landfill and processing volumes. Operators are also subject to environmental regulation and licensing.

Infrastructure investors, including Private Equity funds, have shown interest in waste and related assets in Australia and elsewhere, partly because of the essential nature of the services. Transactions involving listed companies often proceed through non-binding proposals, a period of due diligence and, if terms are agreed, a scheme implementation deed that is put to shareholders and the court.

The Cleanaway announcement fits within that general process. It describes a stage that follows an indicative proposal and exclusivity arrangements and precedes any binding implementation deed.

Risks Shareholders Should Weigh

The release is direct about the status of the proposal. It is non-binding and indicative, EQT’s due diligence is ongoing, and no implementation deed has been signed. Cleanaway states that there is no certainty the proposal will lead to a binding proposal or that any transaction will proceed.

The three EQT confirmations are made under the Transaction Process Deed and relate to due diligence findings, the terms of the proposal and EQT’s commitment to the offer price and to entering an implementation deed within the exclusivity period. They do not amount to a binding agreement to acquire the company. If an implementation deed were signed, a scheme of arrangement would ordinarily still require Shareholder and court approval and satisfaction of conditions.

Without a published offer price in the release, shareholders reading the announcement have no figure to compare against. Cleanaway has said it will provide further market updates as appropriate.

What’s Next

The announcement indicates that EQT will continue its confirmatory due diligence while the parties work toward negotiating and executing an implementation deed. EQT’s commitment under the Transaction Process Deed is to enter into that deed on or before the expiry of the exclusivity period.

Cleanaway has said that shareholders do not need to take any action and that it will update the market as appropriate. Any binding proposal would be announced to the ASX.