Curaleaf sweetens its hostile bid for Edmonton’s Aurora Cannabis to US$5 a share, and Aurora says wait

Curaleaf Holdings Inc. has raised its hostile takeover offer for Edmonton-based Aurora Cannabis Inc. to an implied US$5 per Aurora share, up from US$4 when it launched the bid this summer, The Canadian Press reported. The Stamford, Conn.-based company announced the higher price on Monday and, on Tuesday, said it had filed a notice of variation, change and extension with Canadian securities regulators, along with a new registration statement with the U.S. Securities and Exchange Commission.

Under the new terms, each Aurora share would be exchanged for 0.4013 of a Curaleaf subordinate voting share plus US$1 in cash, valued using Curaleaf’s closing price of C$14.21 on Oct. 2. The original offer was 0.3463 of a share plus 75 cents US, based on prices on Aug. 10, CP reported. According to Curaleaf’s announcement, cash now makes up about 20 per cent of the mix, the maximum payable per Aurora share rises from US$5 to US$6, and the bid represents an 86 per cent premium to Aurora’s 30-day volume-weighted average price of US$2.75 before the original offer was announced. The offer’s expiry moves to 11:59 p.m. Mountain Time on Dec. 4 from 5 p.m. on Dec. 1.

Curaleaf chairman and chief executive Boris Jordan framed the move as a gesture of good faith. “We are enhancing our proposal despite Aurora’s refusal to engage and provide access to customary due diligence,” he said, adding that “if Aurora is providing diligence access to other parties, shareholders deserve a fair and open process that includes Curaleaf.” The company says a combined business would operate in 17 countries, with more than US$1.5 billion in revenue and nearly US$350 million in adjusted earnings before interest, taxes, depreciation and amortization over the past 12 months, plus at least US$40 million in expected annual cost savings.

Aurora was unmoved, at least for now. In a statement Monday evening, executive chairman and CEO Miguel Martin said Curaleaf’s announcement “is not a formal revised bid” and that a special committee of independent directors would review any formal offer with the same process it used before. Aurora told shareholders to take no action until the board makes a recommendation, which it said will come through a news release and directors’ circular within 15 days, as securities law requires.

The two sides are also sparring over process. Aurora said its application to the Alberta Securities Commission had “delivered results,” arguing that Curaleaf agreed to add pro forma financial statements for the combined company and to keep the bid open for the minimum period the law requires only after Aurora raised those deficiencies. Curaleaf rejected that account on Tuesday, saying it does not agree with Aurora’s technical comments, including the need for pro forma statements, and that it addressed them voluntarily “and not in response to any action by any regulator.”

Aurora’s board has already rejected Curaleaf once. On Sept. 2, it unanimously recommended that shareholders spurn the original bid, calling it inadequate and opportunistic. Aurora said it is debt-free with $149 million in cash while Curaleaf carries more than $1 billion in debt, and that under the original exchange ratio its shareholders would own about 7.7 per cent of the combined company but hold only about 3.2 per cent of the votes because of Curaleaf’s multiple-voting share structure. Aurora, which serves medical cannabis markets in Canada, Europe, Australia and New Zealand, has said it is evaluating alternatives to the bid.

This article is general information and is not investment advice.

Sources: The Canadian Press via CBC News; Curaleaf news release (Oct. 5, 2026); Curaleaf news release (Oct. 6, 2026); Aurora Cannabis news release (Oct. 5, 2026); Aurora Cannabis news release (Sept. 2, 2026).