Curaleaf Accuses Aurora of Locking Out Its Highest Bidder

STAMFORD – Curaleaf Holdings Inc. came out swinging Monday morning, publicly challenging Aurora Cannabis’s latest recommendation that shareholders REJECT its enhanced takeover proposal. In a statement, outlined in the official press release, Curaleaf Chairman and CEO Boris Jordan accused Aurora’s board of granting confidential due-diligence access to unnamed third parties while repeatedly denying that same access to Curaleaf – the only company with a binding offer formally on the table.

“The Board has locked out Curaleaf while granting diligence access to unnamed parties,” Jordan said. “Shareholders deserve the facts, and the facts favor engagement, not obstruction.”

The standoff is the latest chapter in a hostile takeover campaign that began in August, when Curaleaf first announced its intention to bid for all outstanding common shares of the Canadian Cannabis operator. After Aurora’s board unanimously rejected that initial offer in early September, Curaleaf returned in October with a sweetened deal, raising both the per-share consideration and the cash component.

The enhanced offer, filed as a Notice of Variation on October 6, calls for Aurora shareholders to receive 0.4013 Curaleaf subordinate voting shares plus $1 in cash per Aurora share, with a cap price of $6. That translates to an 86% premium over Aurora’s unaffected trading price and a still-larger spread when Aurora’s own cash holdings are stripped from the calculation.

Auroa’s board, acting on its Special Committee’s recommendation, reaffirmed its unanimous rejection, citing concerns over deal structure, valuation, and the adequacy of projected synergies. The board has also disclosed a parallel process – signing confidentiality and standstill agreements with multiple unnamed parties as part of a broader strategic review.

That dual-track disclosure became the focal point of Curaleaf’s Monday filing. Citing Seaport Research Partners’ October 15 commentary — which questioned why Aurora was granting diligence access to other potential buyers while refusing to engage with Curaleaf – the latter argued that Aurora’s process favors optics over shareholder outcomes.

Curaleaf also challenged Aurora’s valuation critique directly, noting that the Canadian company sold shares through its at-the-market program at prices as low as $2.60 per share in July 2026; well below the offer price. ATB Capital Markets, in a note issued October 6, called the revised bid favorable and suggested it exceeded Aurora’s standalone fair value.

Questions about Aurora’s financial advisor’s independence rounded out Monday’s filing. Fort Capital, which issued the fairness opinion underlying Aurora’s rejection, carries fee arrangements contingent on a competing transaction closing – or on no deal being completed at all.

The offer remains open through at least December 4, 2026. Aurora’s Special Committee has provided no timetable for its alternative review.

At its core, this dispute has become as much about process credibility as it is about price. Curaleaf holds a binding offer, a documented premium, and growing third-party validation, yet remains locked out of the data room Aurora is opening to others. For Aurora shareholders, the central question heading into December is a straightforward one: will the board’s parallel review produce a concrete, superior alternative, or will the clock expire with nothing firmer than a string of standstill agreements to show for it?