Curaleaf Raises Aurora Cannabis Bid to US$5.00 Per Share

Curaleaf Holdings, Inc. (CURA.TO ) said on October 5, 2026, that it will file a Notice of Variation and Change to increase its take-over bid for Aurora Cannabis (ACB ) Inc., raising the total implied consideration to US$5.00 per Aurora share in a mix of Curaleaf subordinate voting shares and cash.

Under the amended terms, Aurora shareholders would receive 0.4013 Curaleaf shares plus US$1.00 in cash for each Aurora share, an implied value of US$5.00 per share based on Curaleaf’s U.S.-dollar-equivalent closing share price of C$14.21 on October 2, 2026, converted at C$1.00 to US$0.7015. Curaleaf said the revision increases total implied consideration by 25% and the cash consideration by 33%, with cash representing approximately 20% of the consideration mix.

The company said the Enhanced 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 make its initial offer and a level it calls the Unaffected Share Price. Excluding the cash and cash equivalents on Aurora’s balance sheet, including subsequent equity issued under Aurora’s at-the-market program during its fiscal first quarter, the stated premium is 217%.

The variation also raises the offer’s maximum consideration per Aurora share, the Cap Price, by 20%, from US$5.00 to US$6.00. Curaleaf said the Cap Price represents a 118% premium to the Unaffected Share Price and a 295% premium to the ex-cash Unaffected Share Price.

Chairman and Chief Executive Officer Boris Jordan said Curaleaf has met with a significant percentage of Aurora’s shareholder base over the past several weeks and described those shareholders as supportive of the strategic rationale for a combination. “This increased offer reflects careful consideration and shareholder input, demonstrating our continued commitment to reaching a successful outcome,” Jordan said.

Jordan said the company is enhancing its proposal despite Aurora’s refusal to engage and provide access to customary due diligence, describing the move as a good-faith step that demonstrates conviction in the merits of a combination. He added that “if Aurora is providing diligence access to other parties, shareholders deserve a fair and open process that includes Curaleaf.” Curaleaf said the enhanced proposal was developed solely from publicly available information, that it remains committed to engaging with Aurora in a formal due diligence process, and it urged Aurora’s board to engage in good-faith discussions regarding the Enhanced Offer.

Curaleaf said a combination would create a global cannabis company 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. It said the combined company would have a pro forma market capitalization in excess of US$3 billion, and that its scale, diversity and enhanced liquidity would provide a significantly lower cost of capital than Aurora has today. Aurora shareholders, the company said, would retain exposure to Aurora’s international business while gaining ownership in Curaleaf’s U.S. platform and future regulatory upside.

Original Offer and Approach History

Curaleaf first announced its intention to make the offer on August 11, 2026, proposing US$4.00 per Aurora share in 0.3463 Curaleaf shares plus US$0.75 cash, at the time a stated 45% premium to the 30-day VWAP and a 110% premium excluding balance-sheet cash, subject to the original US$5.00 Cap Price. The company said it made the proposal public after a June 23, 2026, formal letter of intent from Jordan to Aurora Chairman and CEO Miguel Martin and a July 7, 2026, follow-up letter failed to produce engagement. The formal Offer to Purchase and Circular followed on August 18, 2026.

Regulatory Filings and Extended Timetable

Curaleaf said it will file a Notice of Variation, Change and Extension to its Offer to Purchase and Circular with applicable Canadian securities regulatory authorities and a new registration statement on Form F-80 with the U.S. Securities and Exchange Commission, and will promptly file amendments to its existing Form F-80 and its tender offer statement on Schedule 14D-1F. The offer is being conducted in accordance with Section 14(e) of the Securities Exchange Act of 1934 and Regulation 14E.

The company said the notice will include pro forma financial statements that Aurora has suggested be provided, which Curaleaf does not believe are required but is including as a sign of its commitment to the Enhanced Offer. The notice will also extend the offer’s expiry time from 5:00 p.m. Mountain Time on December 1, 2026, to 11:59 p.m. Mountain Time on December 4, 2026.

Tender materials and instructions for Aurora shareholders are posted at grow.curaleaf.com, on SEDAR+ and on EDGAR, and Carson Proxy Advisors is serving as information agent for the offer.