Curaleaf Says Alberta Ruling Leaves Aurora Bid Questions Unanswered

Curaleaf Holdings said on October 27, 2026 that the Alberta Securities Commission’s dismissal of its application to halt Aurora Cannabis’s at-the-market share issuance program (ACB ) does not change the fundamental questions confronting Aurora shareholders as they weigh Curaleaf’s hostile takeover offer.

“Aurora would like shareholders to believe the ASC’s ruling changes the fundamental debate. It does not,” Chairman and Chief Executive Officer Boris Jordan said in a statement posted to Curaleaf’s investor relations site. “The questions confronting Aurora shareholders remain the same today as they were yesterday: why did Aurora issue shares under an ATM for less than the original offer price after Curaleaf indicated a bid was coming, why is a now 86% premium offer being dismissed as inadequate and a discounted offer, why is Curaleaf continuing to be excluded from customary diligence when others aren’t, and why is the Board asking shareholders to reject a proposal before allowing a fully informed process to play out? Those questions remain unanswered.”

The Alberta Securities Commission’s proceeding record lists Curaleaf Holdings, Inc. (CURA.TO ) as the applicant and Aurora Cannabis, Inc. as the respondent, with Timothy Robson and Danielle Mayhew acting as staff counsel and a panel composed of Kari Horn and Deanna Steblyk. The record lists a proceeding date of October 23, 2026.

Aurora announced the dismissal on October 26, 2026, saying the outcome confirms that its at-the-market program complies with securities laws. Aurora said the result supports its view that Curaleaf’s actions were intended to distract shareholders from what it described as the fundamental issue: that the hostile bid significantly undervalues Aurora and seeks to acquire its cash, EU-GMP assets, global growth platform and future upside at a discount.

“We believe this unsuccessful application distracts from the fundamental shortcomings of Curaleaf’s revised Hostile Bid,” said Miguel Martin, Aurora’s executive chairman and chief executive officer, who added that the ATM program was publicly disclosed well before the hostile bid and was established to support legitimate accretive and strategic opportunities. Martin said Aurora’s board continues to unanimously recommend that shareholders reject the revised bid and take no action while all available strategic alternatives are considered, and that the board unanimously recommends that shareholders who have already tendered their shares withdraw them.

Competing Accounts of the ATM Program

Aurora publicly announced the ATM program in February 2026, which it said was more than six months before Curaleaf launched its hostile bid, and said the program was established to provide flexibility to pursue strategic and accretive opportunities, including increased cultivation capacity and acquisitions. Aurora said the last day it used the program was August 18, 2026, and that it has not been used during the hostile bid process. Curaleaf’s statement likewise said Aurora confirmed it stopped using the program on August 18, adding that the halt came shortly after Curaleaf challenged the activity and that the program has not been used since.

Curaleaf’s statement said Aurora used the program heavily in the days leading up to its bid, including after Curaleaf publicly announced its intention to make the offer. According to Curaleaf, Aurora issued shares through the program at prices as low as US$2.56 per share, a 49% discount to the enhanced offer, less than a month before Curaleaf announced that intention. Curaleaf argued that its application brought needed scrutiny to Aurora’s ATM activity and that shareholders have been spared further dilution since the company raised its concerns and formally applied.

Curaleaf submitted the application to the commission on September 14, 2026, asking the regulator to stop further issuances under the program while its offer remained outstanding, along with other remedies, and requesting an expedited hearing. The application alleged that Aurora’s use of the program was an improper and abusive defensive tactic. According to the application, Aurora issued approximately 2.81 million shares at an average price of US$3.04 per share since Curaleaf first expressed interest in a transaction in June 2026, diluting shareholders by approximately 4.9% over that period and by approximately 10.8% since the program began in February 2026, and increasing the aggregate value required to complete Curaleaf’s offer by more than US$11 million. The application also noted that Aurora had said program proceeds would be used only for strategic and accretive purposes and had described itself as debt-free, with an industry-leading balance sheet and approximately C$149 million in cash.

The Outstanding Offer

Curaleaf’s enhanced offer carries an implied price of approximately US$5.00 per share, which the company said represents an 86% premium to Aurora’s unaffected volume-weighted average share price of approximately US$2.75. Aurora has called the revised bid inadequate and has characterized it as a discounted offer; Curaleaf’s statement said that characterization is entirely inconsistent with Aurora’s own issuance activity.

Curaleaf said a combination of the two companies would create what it described as the global cannabis leader, with operations across 17 countries, more than US$1.5 billion of last-twelve-month revenue, nearly US$350 million of last-twelve-month Adjusted EBITDA and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to Aurora’s international business while gaining ownership in Curaleaf’s U.S. platform, the company said, adding that it remains ready to engage constructively with Aurora on a transaction.

The offer is made through an Offer to Purchase and Circular dated August 18, 2026, as amended on October 6, 2026, and Curaleaf has filed a registration statement on Form F-80 and a tender offer statement on Schedule 14D-1F with the U.S. Securities and Exchange Commission. Aurora’s board filed a notice of change to its directors’ circular on October 14, 2026, setting out the board’s reasons for recommending rejection of the revised bid, and Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F that includes a director’s circular dated September 1, 2026, as amended.