Aurora Cannabis Board Recommends Rejecting Revised Curaleaf Bid

Aurora Cannabis Inc. (ACB ) said on October 14, 2026, that its board of directors, acting on the unanimous recommendation of a special committee of independent directors, unanimously recommends that shareholders reject the hostile offer by Curaleaf Holdings Inc. (CURA.TO ) for all of the company’s issued and outstanding common shares, as revised in the Notice of Variation, Change and Extension that Curaleaf filed on October 6, 2026. The board advised shareholders to take no action, according to Aurora’s announcement.

Under Curaleaf’s October 6 filing, the proposed revised consideration is an implied US$5.00 per Aurora share, consisting of 0.4013 Curaleaf subordinate voting shares plus US$1.00 in cash for each Aurora share, and the revised filing extended the offer’s expiry to 11:59 p.m. Mountain Time on December 4, 2026, according to Aurora’s special bid website.

“Curaleaf’s revised offer still does not reflect the value of the company Aurora shareholders own today,” Miguel Martin, Aurora’s executive chairman and chief executive officer, said. “Aurora is debt-free with a strong cash position, and we believe the revised Hostile Bid continues to ask shareholders to give up that strength, and their future upside, at a discount.”

Martin said Curaleaf’s offer remains open until December 4, 2026, and that “we believe shareholders gain nothing by tendering now, and tendering early could undermine the opportunity for a superior outcome.” Aurora advises shareholders to reject the revised bid by taking no action. Shareholders who have already tendered their Aurora shares and wish to withdraw are advised to contact their broker or Kingsdale Advisors, the company’s strategic advisor and information agent.

The board’s determination followed advice from its financial and legal advisors, including an updated inadequacy opinion from its financial advisor, and the Special Committee’s unanimous recommendation, the company said. A Notice of Change to the Directors’ Circular providing the full details of the recommendation, including the reasons to reject the revised bid and additional details on the strategic alternatives process, will be made available on ProtectAurora.com, on SEDAR+ and on EDGAR, according to the company.

Reasons Cited for Rejection

The principal reasons for the board’s recommendation, which Aurora said will be detailed in the Notice of Change, include that the revised bid remains inadequate and significantly undervalues Aurora on several measures. The board and Special Committee received an updated fairness opinion from their financial advisor confirming that the revised consideration is inadequate, from a financial point of view, to Aurora shareholders, the company said.

Aurora also states that a significant portion of the cash consideration would, in effect, be funded by Aurora shareholders’ own cash through Aurora’s balance sheet, and that the increase in consideration consists principally of Curaleaf shares at what Aurora calls an inflated valuation, leaving Aurora shareholders fully exposed to any decline in Curaleaf’s share price. The company characterizes the bid as opportunistic, says it does not reflect the longer-term earning power of Aurora’s global business, and states that Curaleaf has not adequately supported its estimated synergies, adding that even if the synergies were realized, substantially all of the benefit would accrue to Curaleaf’s existing shareholders and not Aurora shareholders. Aurora says superior proposals or other alternatives may emerge from its ongoing strategic review process and that tendering into the bid could negatively affect the possibility of a superior alternative being available for shareholders to consider.

Strategic Alternatives Process

The Special Committee, with the assistance of its and the company’s financial and legal advisors, is actively exploring a range of alternatives to the revised bid that may offer shareholders greater value, including a possible transaction with one or more third parties or remaining independent and pursuing Aurora’s existing strategy as a stand-alone entity, Aurora said.

The company disclosed that the Special Committee, through Aurora’s financial advisor, has solicited a number of parties to ascertain their interest in Aurora, that Aurora has entered into confidentiality and standstill agreements with multiple parties that have been examining information relating to Aurora, and that it has held numerous discussions with those parties. Aurora said it is not possible at this time to predict with certainty what alternatives, if any, may emerge, and that there can be no assurance the process will result in a transaction, but said shareholders should not tender their shares until the process is completed. After the Special Committee and the board have had the opportunity to explore, pursue and evaluate alternatives, the board intends to provide a further recommendation to shareholders, the company said.

Curaleaf announced its intention to launch the unsolicited bid on August 11, 2026, and commenced the offer on August 18, 2026, originally proposing US$0.75 in cash and 0.3463 of a Curaleaf share for each Aurora share, subject to a maximum combined value of US$5.00 per share and an initial expiry of 5:00 p.m. Mountain Time on December 1, 2026. Aurora formed the Special Committee on August 11, 2026; it comprises independent directors Michael Singer, who chairs the committee, Chitwant Kohli, Norma Beauchamp and Rajesh Uttamchandani. The board first recommended rejection of the bid in a Directors’ Circular dated September 1, 2026, which included a written opinion from Fort Capital, Aurora’s financial advisor, that the consideration offered was inadequate from a financial point of view to Aurora shareholders.

The circular documents that Curaleaf delivered an unsolicited indication of interest on June 23, 2026, followed by a non-binding proposal of approximately US$4.00 per Aurora share on July 7, 2026, which Aurora’s board unanimously rejected on July 10, 2026.

On its bid website, Aurora states it is debt-free and holds approximately $149 million in cash, restricted cash, short-term investments and cash equivalents as of June 30, 2026. The company characterizes Curaleaf as carrying over $1 billion in debt, including $500 million at an 11.5% interest rate, citing Curaleaf’s financial statements filed on August 5, 2026. Aurora also states that, based on the disclosed exchange ratio, its shareholders would own approximately 7.7% of the equity and only 3.2% of the votes in the combined company because of Curaleaf’s multi-voting share structure.

Aurora filed an application with the Alberta Securities Commission on September 23, 2026, identifying three deficiencies it alleged in Curaleaf’s bid circular: the absence of pro forma financial statements, a failure of the bid to remain open for the mandatory 105-day minimum deposit period required under Canadian securities laws, which Aurora says means the bid does not qualify as a permitted bid under its shareholder rights plan, and a failure to publish notice of the bid in a French-language publication. Aurora states that Curaleaf’s revised filing addressed two of the three issues by providing pro forma financial information relating to the proposed combined company and extending the expiry to December 4, 2026.

Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission that includes the Directors’ Circular dated September 1, 2026, as amended by the Notice of Change. Shareholders with questions about the revised bid may contact Kingsdale Advisors toll-free within North America at 1-800-749-9052, by call or text at 416-623-4172, or by email at [email protected].