Curaleaf Rejects Aurora’s Account of Talks as Hostile Bid Fight Escalates

Curaleaf Holdings escalated its hostile pursuit of Aurora Cannabis (ACB ) on August 24, 2026, issuing a point-by-point rebuttal hours after Aurora accused the bidder of spreading inaccurate statements and urged its shareholders to take no action on the US$4.00-per-share offer.

The exchange marks the sharpest public confrontation yet in a takeover fight that began with private letters in June 2026 and went hostile on August 11, 2026. Both companies are now arguing their cases directly to Aurora shareholders, who have until December 1, 2026, to decide whether to tender.

Curaleaf Says Talks Never Touched Deal Substance

The central dispute is over what “engagement” means. Aurora said on August 24, 2026, that it held several discussions with Curaleaf between June 2026 and August 12, 2026, involving its lead independent director and Executive Chairman and CEO Miguel Martin, and said Curaleaf’s public statements de-emphasize that contact.

Curaleaf fired back that none of those conversations addressed the substance of a transaction, and said it has posted the full correspondence at grow.curaleaf.com. The company said Aurora refused to sign a non-disclosure agreement and refused a site visit, and that its bid was built on Aurora’s most recent published financial results, filed August 5, 2026.

“Aurora’s hollow protests and completely misleading statistics change nothing about reality: if its multi-year turnaround strategy were delivering the value management claims, the company’s valuation would reflect it,” Curaleaf said in its release. “Aurora has repeatedly failed to demonstrate both a credible plan and the ability to execute, resulting in significant lost shareholder value.”

The Figures Behind Curaleaf’s Case

Curaleaf’s rebuttal leaned on numbers drawn, it said, from Aurora’s own public filings:

• Aurora’s shares declined approximately 35% over the year through August 10, 2026, while Curaleaf’s gained approximately 56%.
• Aurora has absorbed more than C$400 million in inventory impairments and business-transformation costs under current leadership.
• Aurora’s June-quarter adjusted EBITDA came in 63% below the March quarter, including roughly C$5.1 million in transformation cost add-backs; cash flow from operations was negative C$4.4 million.
• Curaleaf’s bid cites cultivation yields of 114 grams per plant from Aurora’s audited fiscal 2026 financial statements, and says its own yields are more than double that figure.
• Aurora’s fiscal 2027 guidance points to revenue approaching fiscal 2025 levels, adjusted gross margins falling from about 64% to the mid-to-high 50% range, and lower adjusted EBITDA.

Aurora, for its part, said the same morning that its international strategy is delivering 17% year-over-year international net revenue growth, that Germany remains a growth driver because reimbursed sales accounted for less than 10% of its German volume before the regulatory changes, and that it holds the top revenue share in Poland’s medical market. Aurora also called Curaleaf’s cultivation comparisons inaccurate and outdated, noting it has expanded EU-GMP production capacity by more than 40% over five years. The company reported record global medical cannabis revenue and adjusted EBITDA for fiscal 2026.

Curaleaf countered that the 17% figure ignores a sequential decline, saying Aurora’s international business generated approximately C$5 million less revenue in the June quarter than three months earlier.

How the Bid Reached This Point

The fight began with private proposal letters from Curaleaf dated June 23, 2026, and July 7, 2026. After Aurora declined to engage on terms, Curaleaf announced its intention to launch a take-over bid on August 11, 2026, and Aurora’s board formed a special committee of independent directors the same day.

Curaleaf formally commenced the offer on August 18, 2026, filing the take-over bid circular with Canadian securities regulators and the U.S. Securities and Exchange Commission. The offer of 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash per Aurora share implies US$4.00 per share based on Curaleaf’s August 10, 2026, closing price of US$9.39 — a 45% premium to Aurora’s 30-day volume-weighted average price of US$2.75, and 110% on an ex-cash basis. The consideration is capped at US$5.00 per share, a level Aurora has noted sits below where its shares traded as recently as December 2025.

Aurora has told shareholders to take no action while the special committee completes its review, a stance it reiterated on August 24, 2026. A day after the bid launched, Aurora also acquired UK importer Internode Pharma and pharmacy HAP Pharma, extending its control of the UK medical supply chain. MyCannabis has covered the contest since Curaleaf first went hostile.

What the Offer Requires

The bid carries no financing or due-diligence condition. Its key thresholds: more than 50% of Aurora’s outstanding shares must be tendered, excluding Curaleaf’s holdings and other non-independent shareholders, and at least 66⅔% of outstanding shares on a fully diluted basis. The offer also requires customary regulatory approvals and that any Aurora shareholder rights plan not impede it.

Aurora’s special committee has not yet issued a formal recommendation, and the offer remains open until 5:00 p.m. Mountain Time on December 1, 2026, unless extended, varied, or withdrawn. Curaleaf said Aurora’s share price has traded near the offer’s implied value since the bid was announced, and repeated that it remains willing to meet at any time.