Key Takeaways
- • EQT Infrastructure VI signed a binding scheme implementation deed to acquire all of Cleanaway Waste Management Limited for A$3.095 per share in cash, implying an enterprise value of approximately A$9.3 billion, according to announcements from both companies on October 19, 2026.
- • The offer is a 32.1% premium to Cleanaway's A$2.37 close on August 12, 2026, the last trading day before EQT's approach was first disclosed, and a 34.5% premium to the three-month VWAP.
- • The price implies roughly 20 times FY26 underlying EBIT; Cleanaway's board unanimously recommends the scheme absent a superior proposal and subject to an independent expert concluding it is in shareholders' best interests.
- • Completion requires shareholder approval, Federal Court approval and regulatory clearances, with implementation expected by end-March 2027; a ticking fee of A$0.0002 per share per day applies if implementation slips past May 31, 2027.
- • EQT said the deal will leave EQT Infrastructure VI about 85% to 90% invested, and the transaction illustrates infrastructure funds underwriting essential-service businesses with long-dated contracts and hard assets.
Summary
EQT Infrastructure VI has signed a binding scheme implementation deed to acquire all of Cleanaway Waste Management Limited, which would end the Australian waste and resource recovery group's listing on the ASX if shareholders and the court approve. Under the terms, Cleanaway holders will receive A$3.095 in cash per share, less any dividends paid before implementation. According to announcements from both companies on Monday, October 19 (Sydney time), the price implies an enterprise value of approximately A$9.3 billion. Investing.com reported that Cleanaway shares jumped about 20% in early Monday trading.
The consideration represents a 32.1% premium to Cleanaway's A$2.37 close on August 12, 2026, the last trading day before the company first disclosed EQT's approach, and a 34.5% premium to the three-month volume-weighted average price to that date. Cleanaway said the A$3.095 figure reflects EQT's indicative A$3.13 price, reduced for the 3.5-cent final dividend paid on October 8, and that the implied valuation equals roughly 20 times FY26 underlying EBIT. The board may also pay a fully franked special dividend of up to 19 cents per share, currently expected between 14.5 and 19 cents, which would be deducted from the cash price.
Cleanaway's board unanimously recommends the scheme in the absence of a superior proposal and subject to an independent expert concluding it is in shareholders' best interests. The transaction still requires shareholder approval, Federal Court approval and regulatory clearances, with implementation expected by the end of March 2027. A ticking fee of A$0.0002 per share per day accrues if implementation slips past May 31, 2027. The next milestones are the independent expert's report and scheme booklet, followed by a shareholder vote expected before the end of February 2027.
EQT said the deal will leave EQT Infrastructure VI about 85% to 90% invested and cited its existing waste and environmental services holdings, including Urbaser, ReWorld, Encyclis and Arcwood. J.P. Morgan and RBC Capital Markets advised EQT, with Allens as legal counsel. For allocators, the transaction marks how infrastructure funds are underwriting essential-service businesses with long-dated contracts and hard assets. Open questions include whether a rival bidder emerges for a national waste platform of this size, and how EQT will finance a take-private carrying roughly A$2.3 billion of net debt and debt-like items as of June 2026.
The consideration represents a 32.1% premium to Cleanaway's A$2.37 close on August 12, 2026, the last trading day before the company first disclosed EQT's approach, and a 34.5% premium to the three-month volume-weighted average price to that date. Cleanaway said the A$3.095 figure reflects EQT's indicative A$3.13 price, reduced for the 3.5-cent final dividend paid on October 8, and that the implied valuation equals roughly 20 times FY26 underlying EBIT. The board may also pay a fully franked special dividend of up to 19 cents per share, currently expected between 14.5 and 19 cents, which would be deducted from the cash price.
Cleanaway's board unanimously recommends the scheme in the absence of a superior proposal and subject to an independent expert concluding it is in shareholders' best interests. The transaction still requires shareholder approval, Federal Court approval and regulatory clearances, with implementation expected by the end of March 2027. A ticking fee of A$0.0002 per share per day accrues if implementation slips past May 31, 2027. The next milestones are the independent expert's report and scheme booklet, followed by a shareholder vote expected before the end of February 2027.
EQT said the deal will leave EQT Infrastructure VI about 85% to 90% invested and cited its existing waste and environmental services holdings, including Urbaser, ReWorld, Encyclis and Arcwood. J.P. Morgan and RBC Capital Markets advised EQT, with Allens as legal counsel. For allocators, the transaction marks how infrastructure funds are underwriting essential-service businesses with long-dated contracts and hard assets. Open questions include whether a rival bidder emerges for a national waste platform of this size, and how EQT will finance a take-private carrying roughly A$2.3 billion of net debt and debt-like items as of June 2026.
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