Curaleaf Rebuts Aurora Board’s Rejection of Enhanced Takeover Bid

Curaleaf Holdings on October 19, 2026 publicly challenged the Aurora Cannabis (ACB ) Board of Directors after Aurora, in a Notice of Change to its directors’ circular dated October 14, 2026, again recommended that shareholders reject Curaleaf’s enhanced take-over bid. In a response published on its investor relations site, Curaleaf Chairman of the Board and Chief Executive Officer Boris Jordan said, “Aurora’s Board has a fiduciary duty to shareholders, which requires it not to take illogical steps to keep the highest bidder out of the room.” Jordan said the Board has locked out Curaleaf while granting diligence access to unnamed parties and cites selective sources to support its agenda, adding that the facts favor engagement over obstruction. Curaleaf structured its response as a series of rebuttals to Aurora’s stated reasons for rejection.

Enhanced Offer Terms

The enhanced offer announced October 5, 2026 would deliver total implied consideration of US$5.00 per Aurora share, consisting of 0.4013 Curaleaf subordinate voting shares plus US$1.00 in cash, based on Curaleaf’s closing share price of C$14.21 on October 2, 2026. Curaleaf states the offer represents an 86% premium to Aurora’s 30-day volume-weighted average price of US$2.75 as of August 10, 2026, the day before Curaleaf announced its intention to launch the bid, and a 217% premium on an ex-cash basis. The variation also raised the offer’s maximum consideration, or Cap Price, from US$5.00 to US$6.00 per Aurora share, levels Curaleaf states represent premiums of 118% to the unaffected price and 295% on an ex-cash basis.

Curaleaf filed the Notice of Variation, Change and Extension on October 6, 2026, amending its Offer to Purchase and Circular dated August 18, 2026, and extending the offer’s expiry from 5:00 p.m. Mountain Time on December 1, 2026 to 11:59 p.m. Mountain Time on December 4, 2026. According to Curaleaf, a combination would create a company operating across 17 countries with more than US$1.5 billion of last-twelve-month revenue, nearly US$350 million of last-twelve-month Adjusted EBITDA, at least US$40 million of expected annual cost synergies and a pro forma market capitalization in excess of US$3 billion.

Aurora’s Rejection and Curaleaf’s Rebuttals

Aurora announced on October 14, 2026 that its Board, acting on the unanimous recommendation of a special committee of independent directors, had reaffirmed that shareholders should reject the revised bid and take no action, citing advice from its financial and legal advisors that included an updated inadequacy opinion from its financial advisor. “Curaleaf’s revised offer still does not reflect the value of the company Aurora shareholders own today,” Executive Chairman and CEO Miguel Martin said in Aurora’s announcement, which described Aurora as debt-free with a strong cash position. Aurora’s stated reasons included that the revised bid remains inadequate and significantly undervalues the company, that a significant portion of the cash consideration would in effect be funded through Aurora’s own balance sheet, that the increased consideration consists principally of Curaleaf shares whose valuation the Board considers inflated, that the bid remains opportunistic, and that Curaleaf has not adequately supported its estimated synergies. Aurora also said its special committee is exploring alternatives that include a possible transaction with one or more third parties or remaining independent, disclosed confidentiality and standstill agreements with multiple parties examining its information, and noted the offer remains open until December 4, 2026. Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission that includes its directors’ circular dated September 1, 2026, as amended by the Notice of Change.

In its response, Curaleaf said it remains the only bidder with a binding offer for Aurora yet continues to be denied diligence access despite repeated outreach and requests, even as other parties examine Aurora’s confidential financial, operating and other information under confidentiality and standstill agreements. Curaleaf cited Seaport Research Partners, which wrote on October 15, 2026 questioning why Aurora is willing to provide other potential buyers access to due diligence while refusing to engage with Curaleaf.

On value, Curaleaf argued that the 86% premium to Aurora’s unaffected price, and the 217% premium on an ex-cash basis, contradict the claim of inadequacy. The company said Aurora sold shares under its at-the-market program without any price limit at prices as low as $2.60 per share in July 2026, making the US$5.00 offer a 92% premium to that level, and cited ATB Capital Markets, which wrote on October 6, 2026 that it believes the revised bid offers more than the fair value of Aurora as a standalone company. Curaleaf also stated that the implied transaction multiple for Aurora of 14.3 times 2026 Adjusted EBITDA is higher than Curaleaf’s own multiple of 13.7 times on an IFRS basis, and that Aurora’s own financial advisor concluded in its opinion that the trading price of Curaleaf shares can reasonably be regarded as a proxy for their underlying value.

Responding to Aurora’s argument that the bid would use shareholders’ own cash, Curaleaf said that once a transaction closes, cash on the target’s balance sheet belongs to the combined company, and that the only relevant question is whether shareholders receive fair value for their shares today, including the corresponding cash on the balance sheet. The company described the 217% ex-cash premium as one of the highest premiums in Canada in the last ten years.

On Aurora’s position that the bid remains opportunistic, Curaleaf said Aurora’s Adjusted EBITDA declined 63% across its two most recent quarterly results compared with the previous two quarters, and disputed Aurora’s attribution of the decline to an industry-wide change in Canadian medical reimbursement rates because, in Curaleaf’s account, that change affected only the most recent quarter. Curaleaf also argued that Aurora’s special committee is soliciting third-party interest under the same market conditions Aurora cites in calling the bid opportunistic. The company described its bid conditions as market standard, said Aurora has not engaged with Curaleaf on deal terms at any point in the process, and argued that Aurora cannot deny Curaleaf diligence access while simultaneously demanding more disclosure to support Curaleaf’s synergy estimate.

Curaleaf also challenged the updated opinion from Fort Capital, Aurora’s financial advisor, pointing to Fort Capital’s disclosure that the advisory fees it will receive may be contingent on Aurora arriving at an alternative transaction or on no transaction being completed at all. Curaleaf urged shareholders to weigh that disclosure when assessing the opinion’s independence, said Fort Capital has not provided or disclosed supporting analysis to Aurora shareholders for its stated conclusion, and asked why Aurora has not obtained a second fairness opinion from an independent advisor.

The offer is made solely through the Offer to Purchase and Circular dated August 18, 2026, as amended by the Notice of Variation, Change and Extension dated October 6, 2026. Curaleaf has filed a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934, and the offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E. Carson Proxy Advisors serves as information agent for the offer, and Curaleaf directs shareholders to grow.curaleaf.com for offer materials. Curaleaf said it remains ready to engage immediately in a constructive diligence process.