It’s Official: Curaleaf Launches $4-Per-Share Takeover Bid for Aurora Cannabis

By Nicolás Rodríguez, Managing Editor

Curaleaf has officially launched its takeover bid for Aurora Cannabis, moving the proposed combination from an announced intention to a formal offer directly before Aurora shareholders.

Curaleaf Holdings (TSX: CURA) (OTCQX: CURLF) said Tuesday that it has formally commenced its offer to acquire all outstanding common shares of Aurora Cannabis. The formal offer and takeover bid circular have been filed with Canadian securities regulators and the U.S. Securities and Exchange Commission and will be delivered to Aurora shareholders.

Under the offer, Aurora shareholders would receive 0.3463 Curaleaf subordinate voting shares plus $0.75 in cash for each Aurora share, implying total consideration of approximately $4 per share based on Curaleaf’s Aug. 10 closing price of $9.39.

Curaleaf says that represents a 45% premium to Aurora’s 30-day volume-weighted average price of $2.75 as of Aug. 10. On an ex-cash basis, Curaleaf calculates the premium at 110%.

“Today, we are putting this proposal directly in the hands of Aurora shareholders,” Curaleaf Chairman and CEO Boris Jordan said. He argued that combining the companies would create a larger and more diversified global cannabis platform with exposure to the U.S. market.

The Clock Is Now Running

The formal launch puts a deadline on the process. Curaleaf’s offer is scheduled to remain open until 5 p.m. Mountain Time on Dec. 1, 2026, unless it is extended, changed, or withdrawn.

Importantly, Curaleaf said the offer is not subject to a financing condition or a due diligence condition, although it remains subject to regulatory approvals and other customary closing conditions.

Among those conditions, more than 50% of Aurora shares not held by Curaleaf or other non-independent shareholders must be tendered, while at least 66⅔% of Aurora’s outstanding shares on a fully diluted basis must ultimately be deposited under the offer.

Curaleaf Takes Its Case Directly to Aurora Shareholders

The move follows a week of public back-and-forth between the two cannabis companies.

Aurora announced on Aug. 11 that its board had formed a special committee of independent directors to evaluate Curaleaf’s proposal. Curaleaf acknowledged that committee Tuesday but reiterated that it remains willing to negotiate directly with Aurora.

“We remain disappointed that Aurora’s management and Board have not meaningfully engaged with us on the merits of our proposal,” Jordan said, while adding that Curaleaf remains available for discussions with the special committee.

Curaleaf is also sharpening the financial case for the transaction. The company says it has identified at least $40 million in annual cost synergies across corporate overhead, procurement, supply chain operations and international infrastructure.

If completed, Curaleaf says the combination would create a cannabis company with more than $1.5 billion in trailing 12-month revenue and nearly $350 million in trailing adjusted EBITDA, with operations spanning North America, Europe and other international markets.

The formal takeover bid is now in front of Aurora shareholders.