Key highlights

  • Cleanaway Waste Management Ltd (ASX:CWY) shares touched a 52-week high during the 19 October 2026 session and closed at $2.97, up 20.24%.
  • A 19 October 2026 release covers a Scheme Implementation Deed with an EQT Infrastructure-owned entity at $3.095 cash per share, less dividends paid.
  • The scheme meeting is expected before the end of February 2027, with implementation by the end of March 2027.

Cleanaway Waste Management Ltd (ASX:CWY) is an Australian waste management company. The shares touched a 52-week high during the Trading session on 19 October 2026 and closed at $2.97, up 20.24%. In an ASX and media release dated 19 October 2026, the same date as the session, the company said it had entered a Scheme Implementation Deed with Sedum Group Pty Ltd, an entity owned by funds managed, operated or advised by the EQT AB Group. This article does not attribute the day’s share price movement to the announcement.

Scheme consideration

Cleanaway shareholders would receive $3.095 cash per share, less the cash amount of any dividends paid, plus any ticking fee. The ticking fee applies if implementation is after 31 May 2027 and equals $0.0002 per share per day from 1 June 2027. The figure reflects an indicative offer of $3.13 per share reduced for the FY26 final Dividend of 3.5 cents paid on 8 October 2026.

The release says the consideration implies an Enterprise value of about $9.3 billion and about 20 times FY26 underlying EBIT of $470.2 million. It represents premiums of 32.1% to the last close of $2.37 on 12 August 2026, the last trading day before EQT’s non-binding indicative proposal was announced, 34.2% to the one-month VWAP of $2.33, 34.5% to the three-month VWAP of $2.33 and 34.0% to the six-month VWAP of $2.34.

Dividends before implementation

Under the deed, Cleanaway may pay one or more cash dividends of up to $0.19 per share in aggregate, which can include a fully franked special dividend. The board currently expects the total to be in the range of $0.145 to $0.190 per share, intended to be franked to the maximum extent possible. The release says there is no certainty about the amount, timing or franking, which depends on the timing of implementation, franking credits and retained earnings. Any dividend amount is deducted from the scheme consideration.

Board position, conditions and timetable

The Cleanaway board unanimously supports the scheme, in the absence of a superior proposal and subject to an independent expert, Kroll Australia, concluding and continuing to conclude that it is in shareholders’ best interests. Directors intend to vote their shares in favour on the same basis.

Conditions include approval 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, no material adverse change and change of control consents for specified contracts by 14 December 2026, the target date for despatch of the scheme booklet. There is no financing condition. The deed includes exclusivity, a matching right and break fee and reverse break fee provisions. The scheme meeting is expected before the end of February 2027, with implementation by the end of March 2027.

Sector backdrop

Across the market on 19 October 2026, the S&P/ASX 200 (ASX: XJO) stood at 8,845.70 at 4:25 pm (GMT+11) on 19 October 2026, up 0.44%, or 39.00 points, for the day. On the sector map, Industrials rose 0.93%. The sector map shows that Energy rose 2.16%, Industrials 0.93%, Financials 0.85%, Utilities 0.38% and Consumer Staples 0.25%, and that Information Technology fell 1.35%, A-REIT 0.34%, Consumer Discretionary 0.18%, Telecommunication Services 0.16% and Health Care 0.13%. One unlabelled segment added 0.11%.

The Cleanaway release was issued on the same date as the session. It sets out the terms of an Acquisition and does not discuss the share price on the day.

Risks shareholders should weigh

The scheme depends on shareholder approval, Federal Court approval, several regulatory approvals including from authorities in Kuwait and Saudi Arabia, and the independent expert’s opinion. The release states the timetable is indicative and may change with regulatory timing. If the conditions are not satisfied, the scheme would not be implemented.

The final scheme consideration depends on dividends paid, which are subject to board determination, franking credits and tax considerations. The deed restricts Cleanaway from soliciting other proposals, and a break fee may be payable in certain circumstances. The release states that the board’s support depends on the absence of a superior proposal.

What’s next

A scheme booklet, including the independent expert’s report, will be sent to shareholders in due course, with despatch targeted for 14 December 2026. Shareholders do not need to take any action now. The scheme meeting is expected before the end of February 2027 and implementation by the end of March 2027, subject to conditions.