Organigram set to acquire Aurora, Curaleaf says bid remains open
Aurora agrees to C$561 million Organigram deal as Curaleaf keeps bid open
Both boards backed the acquisition, which the companies expect to close in January 2027 if shareholders, regulators, and a British Columbia court approve it.
Aurora Cannabis has agreed to be acquired by Organigram Global in a cash-and-stock deal that values Aurora’s equity at approximately C$561 million (US$397.4 million) on a fully diluted basis. Both boards unanimously backed the agreement announced November 3.
Curaleaf Holdings said in its response that its bid for Aurora remains open.
The deal follows a takeover fight Greenway first covered in August, when Curaleaf announced plans to take its offer directly to Aurora shareholders. In September, Greenway reported that Curaleaf asked the Alberta Securities Commission to halt Aurora’s at-the-market share sales during the bid. Aurora said the financing program predated the offer and disputed Curaleaf’s claim that it was a defensive measure.
What Organigram is offering
Aurora shareholders can elect to receive C$7.80 in cash (about US$5.53), 5.8626 Organigram shares, or C$3.75 in cash plus 3.0431 Organigram shares for each Aurora share. The cash-only and stock-only elections are subject to proration because the deal caps the total amount of cash and stock available. Organigram and Aurora said the deal represented a 21% premium to the implied value of Curaleaf’s revised bid, based on Curaleaf’s 20-day volume-weighted average share price and the average U.S.-Canadian exchange rate over that period as of November 2.
The deal would combine Organigram’s Canadian adult-use brands and European operations with Aurora’s international medical cannabis business. The companies say the combined business would operate five production and distribution facilities certified under European Union good manufacturing practices. A British American Tobacco subsidiary committed at least C$187.5 million through a private placement at closing to help finance the acquisition.
Curaleaf’s offer remains open
Curaleaf increased its bid October 6 to US$1 in cash and 0.4013 of a Curaleaf subordinate voting share for each Aurora share. Aurora’s board unanimously rejected the revised offer, which is scheduled to expire December 4. In its November 3 response, Curaleaf argued that its bid offered better value and could close faster. Curaleaf said it had no chance of improving its bid because Aurora’s board declined to give it access to due diligence materials or engage directly.
Curaleaf also asked for details about any breakup fee. Aurora’s subsequent securities filing shows it could owe Organigram C$25.2 million if it terminates the agreement to accept a qualifying superior offer. A revised Curaleaf bid could qualify if it changes the amount or form of payment and meets the agreement’s other requirements. Organigram would have at least five business days to match a qualifying offer.
Aurora and Organigram expect to hold separate shareholder votes in December. The deal requires approval from at least two-thirds of the votes cast by Aurora shareholders, a separate majority vote that excludes certain holders, and a majority of Organigram votes cast on the share issuance, excluding British American Tobacco’s votes. The companies expect to close in January 2027, subject to those votes, regulatory approvals, and approval from the Supreme Court of British Columbia.
