Business & Markets
EQT agrees to take Australia’s Cleanaway private in A$9.3 billion deal
Cleanaway’s board unanimously recommends the sale subject to an independent expert’s view and no superior proposal. A shareholder vote is expected by February 2027, with completion targeted for March.
Executive summary
- The parties have signed a binding scheme, but the sale has not closed: EQT Infrastructure’s bidder, Sedum Group, agreed to acquire all Cleanaway shares through an Australian scheme of arrangement. The A$3.095-per-share cash consideration implies enterprise value of about A$9.3 billion; the transaction still needs shareholder, court and regulatory approvals.[1][2]
- The board recommendation has conditions, and dividends reduce the cash price: Cleanaway’s board unanimously recommends the scheme if there is no superior proposal and an independent expert continues to find it in shareholders’ best interests. The company may pay dividends before completion, but those payments are deducted from the A$3.095 consideration rather than added on top.[1][3]
- A vote and completion remain months away: Cleanaway expects a shareholder meeting before the end of February 2027 and implementation by the end of March, subject to the scheme conditions. The board has not announced a completed sale or a change in the company’s public listing.[1][2][4]
EQT Infrastructure and Cleanaway Waste Management have signed a binding Scheme Implementation Deed under which Sedum Group, an EQT-managed entity, would acquire all of the Australian company’s shares through a scheme of arrangement. Cleanaway’s ASX announcement puts the implied enterprise value at about A$9.3 billion. The transaction is an agreement to proceed through the approval process, not a completed transfer of ownership.[1][2][4]
The scheme consideration is A$3.095 per share, reduced by any dividends paid before completion. Cleanaway’s stated 32.1% premium to its A$2.37 Aug. 12 closing price uses an A$3.13 comparison value: the A$3.095 scheme payment plus the 3.5-cent final dividend already paid on Oct. 8. Reuters reported that Cleanaway shares rose nearly 20% in Monday trading, a market reaction distinct from the scheme consideration shareholders would receive if the deal closes.[1][4]
The deed permits Cleanaway’s board to declare dividends totaling as much as A$0.19 per share before implementation. The board currently expects any such payments to total A$0.145 to A$0.19 per share, subject to available franking credits and other conditions. Any dividend paid would be deducted from the A$3.095 scheme consideration, so it would shift part of the payment earlier rather than increase the stated total consideration.[1][3]
Cleanaway’s board unanimously recommends that shareholders vote for the scheme, but only in the absence of a superior proposal and if an independent expert concludes the deal is in shareholders’ best interests. The board has not described the recommendation as unconditional, and its present view does not replace the shareholder vote or expert review.[1][2]
The conditions include approval by Cleanaway shareholders and the Federal Court of Australia, an independent expert’s continuing support, and regulatory clearances. Cleanaway specifically named Australia’s Foreign Investment Review Board and competition regulator, along with competition authorities in Kuwait and Saudi Arabia. The announcement says there is no financing condition.[1]
The company expects shareholders to meet before the end of February 2027 and targets implementation by the end of March, while noting the dates may change as approvals proceed. Until those steps are satisfied or waived where permitted, the scheme remains pending. If completed, it would take Cleanaway, a nationwide waste collection, recycling, treatment and disposal operator, out of the listed market; neither the transfer nor delisting has happened yet.[1][2][3]