Aurora Cannabis Tells Shareholders to Take No Action on Curaleaf Hostile Bid

Aurora Cannabis told its shareholders on August 19, 2026 to take no action on the unsolicited take-over bid that Curaleaf Holdings formally launched a day earlier, and said its board will deliver a formal recommendation within 15 days. In a statement issued through its advisors, the Edmonton-based medical cannabis company confirmed the bid’s terms: US$4.00 in stated implied consideration per Aurora share, made up of 0.3463 of a Curaleaf subordinate voting share plus US$0.75 in cash, with the total value capped at US$5.00 per share.

The cap is Aurora’s opening argument. The company notes that US$5.00 per share is a lower price than Aurora shares have traded as recently as December 18, 2025.

“The strong shareholder support demonstrated at our 2026 AGM reinforces our commitment to the long-term strategy we are executing,” Executive Chairman and CEO Miguel Martin said in the statement. “We believe Curaleaf made a strategic decision to make its offer public to pressure our shareholders into making a short-term decision for the benefit of Curaleaf shareholders. We will not do that.”

Martin also disputed Curaleaf’s account of how the two companies got here. Curaleaf has said Aurora’s board refused to engage on its proposals; Aurora says dialogue between the parties dates to June 22, 2026 and ran as recently as August 12, 2026, six days before the bid was formally filed. “Their objective is to acquire Aurora’s highly strategic EU-GMP facilities and leading medical cannabis platforms at the lowest price possible, thereby depriving Aurora shareholders of any current and future value they generate,” Martin said.

Two Versions of the Same Summer

The contact history is not in dispute, only its characterization. Curaleaf’s August 11, 2026 announcement of its intention to bid described repeated private approaches, beginning with a June 23, 2026 letter from Chairman and CEO Boris Jordan to Martin, followed by a July 7, 2026 letter after what Curaleaf called Aurora’s refusal to hold good-faith discussions.

Aurora’s response that same day confirmed receiving both letters but pointed to what was missing from them: the June letter contained no proposed financial terms, and the July letter included no detail on the mix of cash and share consideration. Aurora also said its lead independent director corresponded with Jordan as recently as July 24, 2026, writing that Aurora was focused on executing its business plan over the short to medium term and did not discourage ongoing dialogue. That letter was followed, in Aurora’s August 19 account, by further engagement between the companies into August. MyCannabis covered the bid’s opening salvo and the exchange-of-letters dispute in our earlier report on the takeover approach.

The Terms of the Bid

Curaleaf formally commenced the offer on August 18, 2026, filing its formal offer and take-over bid circular with Canadian securities regulators and the U.S. Securities and Exchange Commission. The US$4.00 implied per-share value is based on Curaleaf’s closing share price of US$9.39 on August 10, 2026, the day before it announced its intention to bid. Against Aurora’s 30-day volume-weighted average price of US$2.75 on that date, Curaleaf calculates a 45% premium, and a 110% premium after excluding the US$109 million of cash and equivalents on Aurora’s balance sheet, or US$1.62 per share.

The structure of the consideration matters as much as the headline number:

• US$4.00 per Aurora share in stated implied consideration: 0.3463 of a Curaleaf share plus US$0.75 in cash.
• A US$5.00 per-share cap on total value, triggered if Curaleaf’s own shares rise above a threshold of C$17.05 at the relevant calculation date, at which point the exchange ratio shrinks.
• An expiry time of 5:00 p.m. Mountain Time on December 1, 2026, 105 days from formal commencement, unless extended, varied or withdrawn.
• No financing or due diligence conditions; the bid is subject to customary regulatory approvals and other customary conditions.
• A minimum tender condition of more than 50% of outstanding Aurora shares, excluding any held by Curaleaf and other non-independent shareholders, and a fully diluted deposit threshold of at least 66⅔%.
• At least US$40 million in identified annual cost synergies, and a combined company Curaleaf projects at more than US$1.5 billion of trailing-twelve-month revenue with a pro forma market capitalization above US$3.0 billion.

Because most of the consideration is Curaleaf stock, the value Aurora shareholders would actually receive moves with Curaleaf’s share price. The cap moves in one direction only: it limits what shareholders receive if Curaleaf stock rises, while the stated US$4.00 figure rests on the August 10 close.

What Aurora Points To

Aurora’s statement says Curaleaf’s description of its business performance “does not reflect our recently reported quarterly results and stated European medical cannabis strategy.” Those results, reported on August 5, 2026 for the quarter ended June 30, 2026, showed net revenue of C$67.6 million, with international medical cannabis revenue up 17% year over year to C$43.3 million and adjusted EBITDA of C$3.4 million, down from C$10.8 million a year earlier. The company held C$149.1 million in cash, cash equivalents and short-term investments with no debt. Canadian medical revenue fell 25% to C$20.7 million after federal reimbursement changes effective April 1, 2026 cut rates by roughly 30%, and Aurora guided for sequentially higher revenue and adjusted EBITDA in its fiscal second quarter. MyCannabis’s full breakdown of the quarter has the segment detail.

Curaleaf’s bid documents characterize the same record differently, citing consecutive quarters of underperformance, almost C$150 million of what it calls “non-recurring” restructuring and impairment costs across four consecutive fiscal years, and approximately C$4.65 billion of impairments recognized between fiscal 2020 and fiscal 2026. Jordan’s August 18 statement also pointed to the Canadian reimbursement reduction and the cancellation of German medical cannabis reimbursement as headwinds in Aurora’s two most prominent markets.

What Happens Next

Aurora’s board has formed a special committee of independent directors, which will consider the offer with its advisors before making a recommendation to the board. Shareholders will be notified of the formal recommendation through a news release and a directors’ circular within 15 days of the August 19 statement, in accordance with applicable securities laws, and the company says it will provide a more comprehensive response in a timely manner. The offer itself remains open until at least December 1, 2026, giving shareholders a minimum 105-day window to consider it. Until the board’s recommendation lands, Aurora’s instruction to its shareholders is to do nothing, and its advisor bench is set: Torys LLP for the special committee, Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP for the company, Fort Capital Partners as financial advisor, and Kingsdale Advisors as strategic advisor and information agent.