Key Highlights

• Cleanaway (ASX:CWY) shares traded at A$3.005, down 0.17% during the 5 November 2026 trading session

• Cleanaway entered into a Scheme Implementation Deed with EQT Infrastructure at $3.095 cash per share

• The deal implies an Enterprise value of approximately $9.3 billion and a 34.5% premium to the 3-month VWAP

• The Cleanaway Board unanimously recommends shareholders vote in favour, subject to conditions

Cleanaway Waste Management Ltd (ASX:CWY), Australia's largest total waste solution provider, saw its shares trade at A$3.005 during the Trading session on 5 November 2026, dipping 0.17%. The broader S&P/ASX 200 (XJO) advanced 2.61%, adding 230.60 points to reach 9,065.10, while the S&P/ASX 200 Industrials index (XNJ) rose 2.21%, or 182.50 points, to 8,422.80. Overnight Wall Street gains, following the Democrats' decisive victory in the U.S. midterm elections, provided a tailwind for global Equity markets. Cleanaway operates across waste collection, recycling, processing, and landfill services in Australia, New Zealand, and the Middle East.

EQT Infrastructure's Acquisition Proposal

On 19 October 2026, Cleanaway announced it had entered into a Scheme Implementation Deed (SID) with Sedum Group Pty Ltd, an entity owned by funds managed by the EQT AB Group, under which EQT would acquire 100% of Cleanaway's shares by way of a Scheme of Arrangement. Under the terms, shareholders would receive $3.095 cash per share, less the cash amount of any dividends paid.

The scheme consideration implies an enterprise value of approximately $9.3 billion on a fully diluted basis. The offer represents a 32.1% premium to Cleanaway's last closing price of $2.37 on 12 August 2026, the last trading day before EQT's non-binding indicative proposal was announced, and a 34.5% premium to the 3-month volume-weighted average price. The implied enterprise value equates to approximately 20 times FY26 underlying EBIT.

Under the SID, Cleanaway may determine and pay a fully franked special Dividend of up to $0.19 per share prior to scheme implementation. The Board currently expects any such dividend to be in the range of $0.145 to $0.190 per share, with the cash amount deducted from the scheme consideration.

Board Recommendation and Conditions

The Cleanaway Board unanimously recommends that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding that the scheme is in shareholders' best interests. Each director intends to vote their own shares in favour.

Implementation is subject to customary conditions including regulatory approvals from the Foreign Investment Review Board (FIRB), the Australian Competition and Consumer Commission (ACCC), and competition authorities in Kuwait and Saudi Arabia. Court approval and Shareholder approval at a scheme meeting are also required. The scheme is not subject to any financing condition.

The scheme meeting is expected to be held before the end of February 2027, with implementation expected by the end of March 2027, subject to satisfaction of conditions.

Company and Business Overview

Cleanaway Waste Management is Australia's leading total waste solution provider, employing more than 9,700 people across more than 350 locations in Australia, New Zealand, and the Middle East. The company operates Australia's largest waste and industrial services fleet, with over 6,200 vehicles, and maintains an extensive network of recycling facilities, transfer stations, engineered landfills, liquid treatment plants, and refineries.

Sector Context

The Australian industrials sector gained ground on 5 November 2026, with the S&P/ASX 200 Industrials index rising 2.21%. The waste management sector has attracted significant Private Equity and Infrastructure Fund interest globally, with investors drawn to the essential services nature of the business, contracted Revenue profiles, and exposure to Circular Economy themes. EQT Infrastructure, with approximately EUR 354 billion in total Assets under management, focuses on high-quality infrastructure companies that provide essential services.

Risks

The primary risk for shareholders at this stage relates to the conditions precedent for scheme implementation. Regulatory approval from FIRB, the ACCC, and international competition authorities introduces timeline uncertainty. A rival bidder could emerge with a superior proposal, which could alter the outcome. If the scheme is not approved, Cleanaway would continue operating independently, subject to the market conditions it was navigating prior to the EQT approach. Break fees apply in certain customary circumstances under the SID.

Catalysts on Watch

The key upcoming milestones include the independent expert's report, expected to be included in the scheme booklet to be distributed to shareholders. The FIRB and ACCC approval processes will be closely watched for any complications. The scheme meeting vote, anticipated before end of February 2027, will be the definitive decision point. Any emergence of a competing proposal could also materially change the situation.

The Road Ahead

Cleanaway's entry into the Scheme Implementation Deed with EQT Infrastructure marks a significant development for Australia's largest waste management company. The $3.095 per share consideration, representing a 34.5% premium, is now subject to regulatory and shareholder approvals over the coming months, with implementation targeted by end of March 2027.