Aurora Keeps Take-No-Action Advice Until Curaleaf Files Revised Bid

Aurora Cannabis (ACB ) said on October 5, 2026, that it is maintaining its recommendation that shareholders take no action on the hostile take-over bid from Curaleaf Holdings, stating that Curaleaf has not yet filed the formal notice required to put revised terms before investors.

In its October 5 announcement, the Edmonton-based company said it was responding to a Curaleaf press release stating an intention to file a Notice of Variation and Change to revise the bid for all issued and outstanding Aurora common shares. The revised implied consideration is US$5.00 per Aurora share, consisting of 0.4013 subordinate voting shares of Curaleaf plus US$1.00 in cash per Aurora share.

Miguel Martin, Aurora’s executive chairman and chief executive officer, said the Curaleaf announcement does not itself revise the bid. “Today’s announcement by Curaleaf is not a formal revised bid, and Aurora has not yet received the materials required to conduct a full and proper evaluation,” Martin said. He said the announcement suggests an intention to address concerns Aurora identified with the initial bid, and that the Special Committee of independent directors will review any formal revised offer once received with the same rigorous, independent and disciplined process applied previously. Martin said the committee’s focus remains on determining what is in the best interests of Aurora and its shareholders, and that the board will communicate its recommendation once the review is complete.

Aurora said it expects to provide a more comprehensive response to shareholders in a timely manner once the Special Committee has completed its review and the board has made its recommendation on the revised bid.

Take-No-Action Guidance and Review Process

Aurora advised shareholders to take no action on the bid, as it previously recommended on September 2, 2026, and to wait for further communication from the board of directors. The company said shareholders will have until at least December 4, 2026, to consider their options, that being the revised expiry date of Curaleaf’s offer.

The board formed the Special Committee of independent directors to consider the offer with its advisors before making a recommendation. Aurora said shareholders will be notified of the board’s formal recommendation through a news release and a Directors’ Circular within 15 days, in accordance with applicable securities laws.

Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission that includes a Director’s Circular dated September 1, 2026. Aurora’s common shares trade on the NASDAQ and TSX under the symbol ACB.

Alberta Securities Commission Application

Aurora said Curaleaf’s actions demonstrate that Aurora’s application to the Alberta Securities Commission delivered results for shareholders. According to the company, the application identified several deficiencies in Curaleaf’s bid circular that were contrary to take-over bid rules and deprived shareholders of the information and time needed to evaluate the offer: a failure to provide pro forma financial statements that would allow shareholders to understand the financial condition of the combined company if the bid succeeded, and a failure to hold the bid open for the minimum deposit period required by securities laws.

Aurora said Curaleaf, in response to the concerns raised in the application, has agreed to amend its bid circular to include the required pro forma financial statements and to extend the expiry time of the bid to 11:59 p.m. Mountain Time on December 4, 2026.

Curaleaf announced earlier on October 5 that it will file a Notice of Variation, Change and Extension with Canadian securities regulators, together with a new registration statement on Form F-80 with the SEC, and said the notice is expected to be filed promptly. Curaleaf stated that the enhanced terms increase total implied consideration by 25% and represent an 86% premium to Aurora’s unaffected 30-day volume-weighted average price of US$2.75 as of August 10, 2026, and that the offer’s maximum cap price would rise from US$5.00 to US$6.00 per Aurora share. Chairman and CEO Boris Jordan said the increased offer reflects careful consideration and shareholder input and that Curaleaf enhanced its proposal despite Aurora’s refusal to engage and provide access to customary due diligence. Curaleaf said that, although it does not believe it is required, its Notice of Variation and Change will include pro forma financial statements and will extend the offer expiry from 5:00 p.m. Mountain Time on December 1, 2026, to 11:59 p.m. Mountain Time on December 4, 2026. The offer is made solely by Curaleaf’s Offer to Purchase and Circular dated August 18, 2026, as amended.

Aurora said shareholders with questions about the bid or who wish to stay informed may contact Kingsdale Advisors, its strategic advisor and information agent, toll-free at 1-800-749-9052 within North America, by call or text at 416-623-4172, or by email at [email protected].