The Brief:
EQT will acquire Cleanaway Waste Management for $9.3bn, the largest announced ASX take-private of the year.
Ashurst Perkins Coie acts for Cleanaway, with Allens in EQT’s corner.
Swedish investment firm EQT has finally landed a big local takeover.
After false starts at AUB Group, Iress and Vocus, the firm has signed a Scheme Implementation Deed to acquire Cleanaway Waste Management, Australia’s largest listed waste company.
It’s the biggest announced ASX take-private this year.
The deal
Shareholders will receive $3.095 cash per share. Including the 3.5c final dividend already paid, the offer represents a 32.1% premium to Cleanaway’s last close of $2.37 before EQT’s approach went public in August.
It wasn’t a straight run. Cleanaway missed consensus forecasts on every key metric in its full-year results, and its shares sank on the day of EQT’s investment committee as investors feared a walk-away.
EQT signed anyway, backed by a $5.6bn debt package from nearly 20 lenders. It’s the largest financing of this kind in Australia in several years.
The deal needs sign-off from FIRB, the ACCC and the competition authorities of Kuwait and Saudi Arabia, where Cleanaway runs an industrials business.
There’s no financing condition. Break and reverse break fees are both set at $69.8m. Cleanaway is bound by no-shop, no-talk, and no-due diligence restrictions, with EQT holding a matching right.
The MAC clause comes with hard numbers: an EBITDA hit of $123m or more in any financial year, or a $300m fall in net assets.
The scheme meeting is expected before the end of February 2027, with implementation by the end of March 2027. A ticking fee kicks in if completion slips past 31 May 2027.
Who’s acting
Ashurst Perkins Coie advises Cleanaway, led by partners Neil Pathak and Susannah Macknay.
Allens acts for EQT, led by partners Tom Story, Noah Obradovic and Kimberley Lowrie.
For Allens, it’s another big take-private after steering Qube’s $11.7bn deal.
Pathak called it a “landmark transaction which will deliver a strong outcome to Cleanaway shareholders at a significant premium to its share price prior to the transaction.” Meanwhile, Story said the deal is a “significant transaction for the Australian public M&A market and reflects the continued strength of private capital activity.”
Source: Cleanaway, Ashurst Perkins Coie, Allens, AFR, AFR
