Curaleaf Fires Back at Aurora Claims with Detailed Fact Sheet

STAMFORD – Curaleaf Holdings Inc. released a 14-point public fact sheet taking direct aim at what it described as misleading statements Aurora Cannabis Inc. has circulated in opposition to Curaleaf’s unsolicited bid to acquire the company.

The hostile takeover bid values Aurora at approximately US$272 million (C$374.8 million). Aurora’s board unanimously rejected the proposal and urged shareholders to take no action, citing concerns over undervalued assets and Curaleaf’s debt load. Aurora’s executive chairman and CEO Miguel Martin called the bid “inadequate,” warning that Curaleaf was asking shareholders to give up ownership of a stronger, debt-free, and growing global medical Cannabis company in exchange for an offer with intentionally limited upside.

Curaleaf, the world’s largest publicly traded Cannabis company by revenue and market capitalization, pushed back across the board. Central to its argument is the premium attached to the bid [45%, or 110% when excluding cash on Aurora’s balance sheet] which Curaleaf says ranks among the highest in Canadian M&A over the past decade.

On the debt question [Aurora’s most repeated line of attack], Curaleaf’s response was direct: debt can be repaid, dilution is permanent. It pointed to Aurora’s own balance sheet, noting the company has raised more than US$400 million through equity issuances since September 2020 at the expense of existing shareholders, and continues to rely on dilutive At-the-Market programs while simultaneously telling those same shareholders not to tender at a substantially higher value.

The performance comparison was stark. According to Curaleaf’s fact sheet, Aurora has recorded nearly C$5 billion in historical impairments, accumulated more than C$480 million in negative operating cash flow since fiscal 2021, and its share price has fallen approximately 97% under current leadership. Over the same period, Curaleaf says it generated $447 million in positive operating cash flow.

The question of pre-rejection engagement is also contested. Curaleaf maintains that Aurora never signed a confidentiality agreement and the two parties never once discussed price before the proposal was rejected. Aurora disputes that characterization, saying its lead independent director did correspond with Curaleaf’s CEO [including as recently as July 24, 2026] and did not discourage an ongoing dialogue going forward.

Aurora also raised concerns about Curaleaf’s dual-class voting structure. Curaleaf countered that multiclass share arrangements are standard among large founder-led companies, listing Alphabet, Meta, Shopify, Palantir, Green Thumb, and Trulieve as examples, and noted that Curaleaf insiders have nearly US$500 million of their own capital invested alongside shareholders vs. approx. 1% insider ownership at Aurora.

Aurora Cannabis shareholders have until December 1, 2026 to tender their shares, unless Curaleaf extends or withdraws the offer.

The argument on paper currently favors Curaleaf, but the real challenge for Aurora’s board is not rhetorical. It is time-bound. Aurora has a window to produce a credible counter: a superior competing offer, a standalone plan backed by hard performance milestones, or an actual seat at the negotiating table. The longer its response stays in press release form, the weaker that position becomes.