Curaleaf Goes Hostile With Takeover Bid for Canada’s Aurora Cannabis

Curaleaf Holdings said on August 11, 2026 that it intends to offer US$4.00 per share for every outstanding share of Aurora Cannabis, taking the proposal directly to Aurora shareholders after what it described as two months of refused engagement by Aurora’s board. The consideration would be paid in Curaleaf subordinate voting shares, at an exchange ratio of 0.3463 per Aurora share, plus US$0.75 in cash, implying a 45% premium to Aurora’s 30-day volume-weighted average price of US$2.75, according to Curaleaf’s announcement.

No formal take-over bid has been commenced. The announcement is an intention to bid under Canadian takeover rules: Curaleaf said it will request Aurora’s security-holder list, then file a formal offer and take-over bid circular with Canadian securities regulators and the U.S. Securities and Exchange Commission, mailing offer documents to shareholders after that. Once formally commenced, the offer would remain open for 105 days.

Stripping out the cash Aurora holds on its own balance sheet, Curaleaf put the premium at 110% of the same 30-day average. The offer carries a cap as well: if Curaleaf’s share price rises substantially before Aurora shares are taken up, total consideration per Aurora share would be capped at US$5.00, with the exchange ratio adjusted down accordingly.

“We approached Aurora privately and constructively on multiple occasion,” Curaleaf Chairman and Chief Executive Officer Boris Jordan said in the announcement. “We were very disappointed that the Board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified.”

Aurora, based in Edmonton and listed on both NASDAQ and the Toronto Stock Exchange, had not issued any public response to the announcement at the time of publication.

The Offer Moved From Private Letters to a Public Bid

The announcement publishes a courtship that began seven weeks earlier. On June 23, 2026, Jordan sent Aurora Chairman and CEO Miguel Martin a non-binding indication of interest proposing a stock-and-cash combination and requesting a mutual non-disclosure agreement covering 30 days of reciprocal due diligence, including site visits to each other’s cultivation and processing facilities. That letter named no price.

The follow-up letter of intent dated July 7, 2026 put US$4.00 per share on paper for the first time, framed as a 41% premium to Aurora’s closing price of US$2.84 on July 2, 2026. It proposed structuring the deal as a merger through a plan of arrangement, a negotiated, board-approved route under Canadian corporate law, and requested a substantive response within five business days. Curaleaf says Aurora never engaged on either letter, and both letters now sit on a public campaign site the company built for the bid, a structure that signals preparation for a contested solicitation of Aurora’s shareholders.

The gap between the two routes matters mechanically. A plan of arrangement needs Aurora’s board. A take-over bid does not: it runs directly to shareholders, and 105 days from formal commencement is the statutory minimum deposit period a bid must stay open under the Canadian takeover regime. Curaleaf noted it could still abandon the bid in favor of a negotiated arrangement if Aurora’s board comes to the table.

What Curaleaf Says Aurora Brings

Curaleaf’s case for the combination runs through medical cannabis supply. Aurora operates more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, the certification required to supply Europe’s pharmacy-dispensed medical markets, including Safari Flower Company, the 59,000-square-foot Ontario facility Aurora acquired on April 14, 2026, which received a three-year EU-GMP certification announced July 23, 2026. Curaleaf operates three EU-GMP certified facilities of its own in Portugal, Spain, and Canada.

Curaleaf said the combined company would hold a footprint in 17 countries, with more than US$1.5 billion in last-twelve-months revenue and nearly US$350 million in LTM adjusted EBITDA, and that it expects at least US$40 million in annual cost synergies, largely from eliminating duplicate public-company and back-office expenses. The private July letter pitched a still-larger figure, more than US$1.7 billion in combined revenue, that included realized synergies and Curaleaf’s own platform across 16 countries, 164 U.S. retail locations and more than 1,400 wholesale partner accounts.

The target arrives mid-pivot. Aurora reported fiscal first-quarter net revenue of C$67.6 million on August 5, 2026, down 9% from a year earlier, as it winds down its Canadian consumer cannabis business to focus on global medical sales; international medical cannabis revenue rose 17% to C$43.3 million on German patient demand, while Canadian medical revenue fell 25% after federal reimbursement rates dropped roughly 30% on April 1, 2026, per its quarterly results. Aurora held C$149.1 million in cash, cash equivalents and short-term investments with no debt, the balance-sheet cash Curaleaf nets out of its 110% premium figure. MyCannabis covered those results in Aurora’s August 5 earnings report.

The Numbers Behind the Bid

• US$4.00 per Aurora share: 0.3463 Curaleaf subordinate voting shares plus US$0.75 cash
• US$2.75: Aurora’s 30-day VWAP the premium is measured against
• 45%: premium to that VWAP; 110% excluding Aurora’s balance-sheet cash
• US$5.00: cap on per-share consideration if Curaleaf’s share price rises sharply before take-up
• 105 days: the period the offer would stay open once formally commenced
• More than 50 tons: Aurora’s annual EU-GMP cultivation and manufacturing capacity
• US$1.5 billion-plus: combined last-twelve-months revenue Curaleaf projects
• At least US$40 million: annual cost synergies Curaleaf expects
• Approaching US$3.0 billion: pro forma market capitalization Curaleaf projects

What Has to Happen Before Aurora Shareholders Can Tender

The next observable step is Curaleaf’s request for Aurora’s security-holder list, followed by the filing and mailing of the formal offer and take-over bid circular. Curaleaf said it expects to mail the documents as soon as practicable after receiving the list, and the 105-day acceptance clock starts at formal commencement, not from the August 11 announcement.

The offer will carry no due-diligence or financing conditions, but the announcement lists four circumstances in which Curaleaf may decline to proceed: if it identifies material undisclosed adverse information about Aurora; if Aurora adopts defensive tactics, naming a shareholder rights plan, asset options, material acquisitions, share issuances or increased indebtedness; if Aurora completes or commits to a significant transaction; or if the two sides agree on a negotiated structure such as a plan of arrangement instead. Conditions of the bid itself will be set out in the circular.

Curaleaf has lined up Canaccord Genuity as financial advisor, Dentons as legal counsel, Kekst CNC for strategic communications, and Carson Proxy Advisors as proxy solicitation advisor and information agent, retaining the proxy firm in advance of any shareholder vote or tender decision. Aurora’s board now has the proposal in public: the circular filing starts the process that puts the question to its shareholders directly.