Curaleaf announces plans to launch takeover bid for Aurora Cannabis
Curaleaf Holdings has announced plans to launch a hostile takeover bid for Aurora Cannabis, proposing a cash-and-stock transaction with an implied value of US$4 per Aurora share.
Under the proposed offer, Aurora shareholders would receive 0.3463 Curaleaf subordinate voting shares and US$0.75 in cash for each Aurora share. Curaleaf said the proposal represents a 45% premium over Aurora’s 30-day volume-weighted average price of US$2.75.
Curaleaf announced its intention to pursue the acquisition on August 11.
If the offer is formally launched, Aurora shareholders would decide whether to tender their shares. Curaleaf said the offer would remain open for 105 days following formal commencement unless it is extended, accelerated, or withdrawn.
Curaleaf said Chairman and CEO Boris Jordan initially sent a proposal to Aurora Chairman and CEO Miguel Martin on June 23. A follow-up letter was sent July 7.
“We were very disappointed that the Board refused to meaningfully engage,” Jordan said. “We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified.”
Curaleaf said it remains prepared to negotiate with Aurora’s board. The companies could pursue a negotiated transaction instead of a takeover bid if they reach an agreement.
Aurora disputes Curaleaf’s account
Aurora confirmed receiving acquisition proposals from Curaleaf dated June 23 and July 7 but disputed Curaleaf’s assertion that it refused to engage.
According to Aurora, only Curaleaf’s July 7 letter included proposed financial terms. That letter did not specify how the consideration would be divided between cash and Curaleaf shares.
Aurora said its lead independent director corresponded with Jordan as recently as July 24. According to the company, the communication emphasized Aurora’s focus on executing its existing business plan over the short to medium term but did not discourage continued discussions.
“Contrary to the assertion that Aurora refused to engage, Aurora’s lead independent director did correspond with Curaleaf’s CEO,” the company said in its response.
Aurora also highlighted the US$5-per-share cap included in Curaleaf’s publicly announced proposal. The company noted that Aurora shares traded above US$5 as recently as December 18, 2025.
The cap would apply if Curaleaf’s trading price rises substantially before shares are acquired under the proposed offer. In that situation, Curaleaf would reduce the number of its shares provided for each Aurora share to limit the total consideration to US$5.
Aurora said its board had carefully considered Curaleaf’s earlier proposals alongside the company’s existing strategy and other potential transactions. Aurora pointed specifically to its recently completed acquisition of Safari Flower Company and its efforts to expand its EU-GMP cultivation and manufacturing capacity.
Aurora’s board intends to form a special committee of independent directors to evaluate the current proposal and determine what course of action would be in the best interests of the company and its stakeholders.
No decision has been made, and Aurora said there is no assurance that Curaleaf’s proposal will result in a transaction. Aurora continues to operate under its existing business plan and advised shareholders that they do not need to take any action at this time.
Curaleaf outlines international growth
Curaleaf said a combination of the companies would create a cannabis operation with a presence in 17 countries across North America, Europe, and other international markets.
Based on the companies’ trailing 12-month results, Curaleaf projects that the combined operation would have more than US$1.5 billion in revenue and nearly US$350 million in adjusted earnings before interest, taxes, depreciation, and amortization.
Curaleaf also projects at least US$40 million in annual cost savings from the proposed combination. Those figures are company estimates and depend on the transaction being completed and the businesses being successfully integrated.
The proposal is centered heavily on Aurora’s international medical cannabis business and production infrastructure. Aurora currently serves medical markets across Canada, Europe, Australia, and New Zealand.
Curaleaf said the acquisition would provide access to Aurora’s more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including capacity associated with the recently acquired Safari Flower Company.
Those assets would complement Curaleaf’s EU-GMP operations and its international distribution infrastructure, including positions in Germany, the United Kingdom, and Poland. Curaleaf said greater control over cultivation, manufacturing, distribution, and patient access could strengthen its supply chain and improve margins.
The proposed transaction would also give Aurora shareholders an ownership interest in a larger company with exposure to Curaleaf’s U.S. operations. Curaleaf projects that the combined company would have a pro forma market capitalization approaching US$3 billion.
Curaleaf said a formally commenced offer would not be subject to financing or additional due-diligence conditions. Other conditions would be detailed in the takeover documents filed with Canadian securities regulators and the U.S. Securities and Exchange Commission.
Until those documents are filed and distributed, the announcement remains an expression of Curaleaf’s intention to make an offer. It does not constitute a formally commenced takeover bid, and there is no guarantee that the proposal will result in a completed acquisition.
