Aurora Cannabis Board Unanimously Urges Rejection of Curaleaf Hostile Bid

Aurora Cannabis Inc. (ACB ) on September 2, 2026 urged its shareholders to reject the unsolicited take-over bid launched by Curaleaf Holdings, Inc. (CURA.TO ), warning that the offer is inadequate, undervalues the company and would put shareholder value and future upside at risk. Following a comprehensive review, Aurora’s Board of Directors, acting on the unanimous recommendation of a special committee of independent directors and after receiving external advice from financial and legal advisors, unanimously concluded that the bid is not in the best interests of Aurora or its shareholders, according to a news release filed with the U.S. Securities and Exchange Commission.

The Board unanimously recommends that Aurora shareholders reject the bid by taking no action and not tendering their shares. It also unanimously recommends that any shareholders who have already tendered their shares withdraw them. Aurora filed a Directors’ Circular, dated September 1, 2026, setting out the detailed reasons for the rejection; the circular is attached as an exhibit to the company’s Schedule 14D-9F solicitation/recommendation statement, filed with the SEC on September 2, 2026.

“This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate,” said Miguel Martin, Executive Chairman and CEO of Aurora. “Curaleaf has over a $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside, that does not reflect Aurora’s fundamental value, exposes shareholders to Curaleaf’s risks and would leave shareholders with limited voting influence in a combined company.”

Aurora’s Case Against the Offer

The Edmonton, Alberta-based company laid out a series of reasons it believes the bid harms shareholders. Aurora said it is debt-free and holds approximately $149 million in cash (defined as cash, restricted cash, short-term investments and cash equivalents as of June 30, 2026, as filed in its financial statements on August 5, 2026) while Curaleaf carries over $1 billion in debt, defined as indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf’s financial statements on August 5, 2026. Aurora argued that Curaleaf’s bid proposes to use Aurora shareholders’ own cash to help fix Curaleaf’s balance sheet and acquire Aurora’s assets at a discount.

Aurora also said the bid would shift Curaleaf’s risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value, with exposure to Curaleaf’s share price volatility, high-cost debt, tax uncertainties, regulatory risks, governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares.

The company further argued that shareholder rights could be meaningfully weakened under Curaleaf’s ownership structure, in which voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora said its shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes.

Aurora characterized the bid as opportunistic, saying Curaleaf is seeking to acquire the company’s global medical cannabis platform (including its EU-GMP manufacturing capabilities, regulatory expertise and position in high-margin international medical markets) before Aurora shareholders receive the full value of their investment. The Special Committee and the Board received a written opinion from their financial advisor dated September 1, 2026, the full text of which is included in the circular.

Aurora said independent equity research analysts shared its view that the bid undervalues the company, quoting TD Securities Inc. in Canada in August 2026: “We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise, or long-term growth potential.”

Terms of the Curaleaf Offer

Curaleaf, based in Stamford, Connecticut, formally commenced its offer on August 18, 2026, according to the company’s announcement. Under the terms, Aurora shareholders would receive total implied consideration of US$4.00 per Aurora common share, comprised of 0.3463 of a Curaleaf subordinate voting share plus US$0.75 in cash, based on Curaleaf’s closing share price of US$9.39 on August 10, 2026.

Based on Aurora’s 30-day volume-weighted average price of US$2.75 as of August 10, 2026, Curaleaf said the offer implies a 45% premium, or a premium of 110% excluding the value of the cash and cash equivalents on Aurora’s balance sheet. The offer is subject to a maximum value of US$5.00 per Aurora share. Curaleaf said the offer will remain open for acceptance until 5:00 p.m. Mountain Time on December 1, 2026, unless extended, varied or withdrawn, and is not subject to any financing or due diligence condition.

Curaleaf Chairman and CEO Boris Jordan said the offer gives Aurora shareholders “immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market.” Curaleaf said its proposal was formulated without the benefit of due diligence and based solely on publicly available information because Aurora declined to engage in meaningful discussions.

How the Bid Unfolded

Curaleaf first announced its intention to make the offer on August 11, 2026. Aurora confirmed it had received letters from Curaleaf dated June 23, 2026 and July 7, 2026, and said the June 23 letter contained no proposed financial terms while the July 7 letter included no detail on the mix of cash and share consideration. Aurora also said its lead independent director corresponded with Curaleaf’s CEO as recently as July 24, 2026, and that the company had engaged in discussions with Curaleaf going back to June 2026 and as recently as August 12, 2026, according to its August 19, 2026 news release.

On August 24, 2026, Aurora cautioned shareholders that Curaleaf’s public statements about its business appeared to contain inaccuracies, disputing Curaleaf’s characterization of its German market performance, international growth and cultivation operations, according to a separate release. Aurora said its international net revenue grew 17% year over year in fiscal Q1 2027, that Germany remains a key driver of that growth, and that the company holds the No. 1 market share position by revenue in Poland.

Aurora said its multi-year transformation into a focused global medical cannabis company — exiting lower-margin businesses, expanding EU-GMP cultivation and manufacturing capacity, and building an international growth platform — is delivering results, including record international revenue and industry-leading margins, and the Board believes the greatest value from that transformation still lies ahead. The company pointed to its recently announced acquisitions expanding its UK medical cannabis presence as part of its standalone plan.

Aurora serves medical markets across Canada, Europe, Australia and New Zealand, with brands including Aurora, MedReleaf, Pedanios, IndiMed, San Raf and Whistler Medical Marijuana Corporation, and operates GMP-certified manufacturing facilities in Canada and Germany. Its common shares trade on the NASDAQ and the Toronto Stock Exchange under the symbol ACB. Curaleaf is listed on the TSX under the symbol CURA and trades on the OTCQX market under the symbol CURLF.

Aurora has retained Kingsdale Advisors as its strategic advisor and information agent, Fort Capital Partners as its financial advisor, Torys LLP as legal counsel to the Special Committee, and Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel to the company. Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors, the company said. The Board and management said they continue to execute Aurora’s strategic plan and are actively evaluating additional opportunities, including potential alternatives to the bid.