Cleanaway Signs $3.095 Cash Scheme With EQT Infrastructure

Cleanaway (ASX:CWY) has signed a binding deed for its acquisition by an EQT Infrastructure entity, turning EQT's earlier non-binding indicative proposal into a scheme of arrangement recommended by its Board.

Sedum Group Pty Ltd, owned by funds managed, operated and/or advised by the EQT AB Group, will acquire 100% of Cleanaway shares for $3.095 cash per share, less the cash amount of any dividends paid. That figure reflects the indicative price of $3.13 reduced for the FY26 final dividend of 3.5 cents paid on 8 October 2026. Calculated on $3.13, Cleanaway says the price implies an enterprise value of approximately $9.3 billion, a premium of 32.1% to the $2.37 close on 12 August 2026 and approximately 20x FY26 underlying EBIT. The Board may pay dividends of up to $0.19 per share in aggregate before implementation and currently expects $0.145 to $0.190; any amount paid is deducted from the consideration. A ticking fee of $0.0002 per day applies if implementation is after 31 May 2027. The Board unanimously recommends the scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding it is in shareholders' best interests. There is no financing condition.

The scheme needs approvals from FIRB, the ACCC and competition authorities in Kuwait and Saudi Arabia, shareholder and Federal Court approval, and change of control consents by 14 December 2026. Implementation is expected by the end of March 2027. There is no certainty on the amount, timing or franking of any dividend.