EQT Infrastructure has submitted a conditional, non-binding proposal to acquire 100% of Cleanaway Waste Management in a transaction implying an enterprise value of approximately $9.4 billion.
The proposal values Cleanaway at $3.13 per share in cash, less any dividends or other distributions declared or paid after the proposal. The offer represents a 32.1% premium to Cleanaway’s closing price of $2.37 on August 12, 2026.
The proposed price also represents premiums of 34.2% to Cleanaway’s one-month volume-weighted average price, 34.5% to its three-month VWAP, and 34% to its six-month VWAP. Based on Cleanaway’s expected fiscal 2026 underlying EBIT of approximately $470 million, the proposal implies an enterprise value-to-EBIT multiple of approximately 20 times.
EQT’s latest proposal follows an earlier unsolicited, non-binding offer of $3 per share. After receiving that initial approach, Cleanaway provided limited non-public information to EQT on a non-exclusive basis under a confidentiality agreement containing a standstill provision.
Following consideration of the revised proposal and consultation with advisors, Cleanaway’s board determined that allowing EQT to undertake exclusive due diligence was in shareholders’ best interests.
Cleanaway has granted EQT up to nine weeks of exclusive due diligence and will negotiate a scheme implementation deed that could result in a binding transaction.
Cleanaway’s directors have indicated that, if a scheme implementation deed is agreed at a price of at least $3.13 per share and on otherwise acceptable terms, they intend to recommend shareholders vote in favor of the transaction. That recommendation remains subject to the absence of a superior proposal and an independent expert continuing to conclude that the transaction is in shareholders’ best interests.
The proposal also contemplates Cleanaway potentially declaring a fully franked special dividend, which could provide additional value to certain shareholders through the distribution of franking credits.
The prospective transaction remains subject to several conditions, including satisfactory completion of EQT’s due diligence, a unanimous recommendation from the Cleanaway board, final transaction approvals from EQT, and execution of a definitive scheme implementation deed.
A binding agreement would also be expected to include customary deal protections, a break fee, regulatory approvals from Australia’s Foreign Investment Review Board and Australian Competition & Consumer Commission, and a condition relating to the absence of a material adverse change in Cleanaway’s business.
Cleanaway and EQT have entered into a Transaction Process Deed governing the exclusivity period. The agreement generally prevents Cleanaway from soliciting competing proposals and restricts discussions and due diligence with other potential bidders, subject to specified fiduciary exceptions.
If Cleanaway receives a qualifying superior proposal, EQT also has matching rights. Cleanaway would generally be required to provide EQT with the material terms of the competing offer and give EQT five business days to submit a matching or superior proposal.
The exclusivity arrangements include a fiduciary exception after the applicable hard exclusivity period if Cleanaway’s board determines, after receiving financial and legal advice, that another proposal is or could reasonably become superior and that adhering to the restrictions would likely breach the board’s fiduciary or statutory obligations.
The indicative $3.13 offer price would also be adjusted by a ticking fee of 0.02 Australian cents per Cleanaway share per day if implementation of the transaction occurs after March 31, 2027.
There is no certainty that EQT’s proposal will result in a binding agreement or completed acquisition, and Cleanaway said shareholders do not currently need to take any action.
Alongside the takeover announcement, Cleanaway reaffirmed its expectation of approximately $470 million in underlying EBIT for fiscal 2026. The company cited strong performance from Solids Waste Services and Contract Resources, better-than-expected management of impacts from the Middle East crisis, and weaker-than-expected results in certain parts of its Environmental and Technical Solutions portfolio.
For fiscal 2027, Cleanaway expects underlying EBIT of between $500 million and $530 million. The outlook incorporates collections-led growth and recovery in areas that underperformed during fiscal 2026, partially offset by higher spending on IT systems, technology upgrades, and Blueprint 2030 2.0 capabilities.
Cleanaway is Australia’s leading sustainable waste management, industrial, and environmental services company, with more than 10,000 employees across over 350 locations in Australia, New Zealand, and the Middle East. The company operates more than 6,400 vehicles along with recycling facilities, transfer stations, engineered landfills, liquid treatment plants, and refineries.
Barrenjoey and Macquarie Capital are serving as joint financial advisors to Cleanaway, while Ashurst Perkins Coie is serving as legal advisor.
