Highlights

  • Cleanaway and EQT Infrastructure entered a binding scheme implementation deed.
  • The scheme provides cash consideration of $3.095 per share, subject to adjustments for distributions.
  • The board supports the scheme subject to specified conditions, including independent expert assessment.
  • FY26 net revenue reached $3,736.7 million, while underlying EBIT was $470.2 million.
  • Implementation remains dependent on shareholder, court and regulatory approvals.

Cleanaway Waste Management Limited (ASX:CWY) provides waste collection, recycling, resource recovery, treatment and disposal services to households, councils and commercial customers. The company has entered a binding scheme implementation deed with EQT Infrastructure concerning the acquisition of Cleanaway, placing its proposed change of ownership alongside its reported FY26 operating results.

Binding Scheme and Cash Consideration

Under the announced scheme, an EQT Infrastructure entity would acquire Cleanaway shares for $3.095 in cash per share, less the cash amount of any dividends or other distributions declared or paid. The consideration may therefore differ from the headline amount if further distributions occur before implementation. Cleanaway (ASX:CWY) has moved from an earlier non-binding proposal to a signed agreement, but signing does not itself complete the transaction.

The Cleanaway board unanimously recommends a vote in favour, in the absence of a superior proposal and provided an independent expert concludes, and continues to conclude, that the scheme is in shareholders’ best interests. These qualifications are material: the recommendation is conditional rather than an assurance that the transaction will proceed.

Approvals and Remaining Conditions

The transaction is proposed as a scheme of arrangement. Completion depends on the required shareholder approval, court approval and applicable regulatory clearances, as well as satisfaction or waiver of relevant scheme conditions. Cleanaway (ASX:CWY) remains a separately quoted company while these steps are pending. The scheme documentation will set out the voting process, detailed conditions and implementation arrangements.

The announced transaction implies an enterprise value of approximately $9.3 billion, based on the assumptions accompanying the transaction disclosure. Enterprise value is different from the cash paid for ordinary shares because it accounts for items including net debt. The agreed terms must be considered alongside the potential deductions for distributions.

FY26 Earnings and Cash Flow

Cleanaway (ASX:CWY) reported FY26 net revenue of $3,736.7 million, an increase of 13.1% from $3,302.7 million in FY25. Underlying EBIT rose 14.2% to $470.2 million from $411.8 million. However, statutory net profit after tax declined 37.2% to $98.5 million, compared with $156.9 million in the preceding financial year.

Free cash flow increased 63.7% to $213.8 million, compared with $130.6 million in FY25. The company attributed the change to earnings performance, working capital management and improved fleet payment terms. Cleanaway (ASX:CWY) also issued FY27 underlying EBIT guidance of $500 million to $530 million. These financial results provide operational context but do not alter the scheme’s approval requirements.

Operational Scope and Business Priorities

The company’s activities span solid waste services, environmental and technical solutions, and industrial services. In FY26, Solid Waste Services underlying EBIT increased to $405.0 million from $371.2 million, while the environmental and technical solutions grouping recorded lower earnings. Cleanaway (ASX:CWY) identified pricing, productivity, fleet utilisation and recurring customer activity among its FY27 priorities.

Key Insights

Cleanaway’s proposed acquisition is governed by an agreed cash scheme whose final per-share proceeds can be affected by distributions and whose completion depends on formal approvals. The FY26 results show higher underlying operating earnings and free cash flow alongside lower statutory profit. For Cleanaway (ASX:CWY), the principal disclosed milestones are the scheme documents, expert assessment and voting and regulatory processes.