Curaleaf Clears Competition Law Reviews for Aurora Bid

STAMFORD – Curaleaf Holdings Inc. has received every competition law clearance required for its proposed acquisition of Aurora Cannabis Inc. Germany and Canada were the only jurisdictions that required one.

On October 20, Germany’s Federal Ministry for Economic Affairs and Energy approved the purchase of voting rights in three Aurora German subsidiaries: Aurora Europe GmbH, Aurora Deutschland GmbH, and Aurora Produktions GmbH.

On November 2, Canada’s Competition Bureau issued a no-action letter, stating that the Interim Commissioner of Competition had finished her review and, at that time, did not intend to challenge the deal under the Competition Act. A day later, Germany’s Federal Cartel Office confirmed the transaction does not meet the conditions for prohibition under German law.

A no-action letter reflects the bureau’s current intention and does not bar a later challenge.
The bureau’s public merger table still listed the review as ongoing in an update dated November 4.

Curaleaf’s enhanced offer, open until at least December 4 unless changed or withdrawn. Aurora shareholders would receive $1 in cash and 0.4013 Curaleaf shares for each Aurora share, with a $6 cap on per-share value. More than half of eligible Aurora shares must be tendered, a threshold Curaleaf cannot waive. Chairman and CEO Boris Jordan said “the path is clear” for shareholders, and the company argues the clearances improve certainty of completion.

Aurora’s board sees it differently. It unanimously rejected Curaleaf’s offer and agreed to a deal with Organigram at CA$7.80 per share, valuing Aurora at about C$561 million on a fully diluted basis. Shareholders can choose cash, Organigram shares or a mix. Organigram describes the price as a 21% premium to the value of Curaleaf’s bid. That transaction needs approval from at least two-thirds of votes cast at an Aurora meeting expected in December, along with court and regulatory sign-off, and is targeted to close in January 2027. British American Tobacco (BAT), Organigram’s cornerstone strategic shareholder, supports it.

Competition clearance is one of several conditions. In an SEC filing, Aurora pointed to other approvals tied to Curaleaf’s offer, including state-level ownership approvals in the U.S. and Health Canada security clearances for directors and officers of license holders.

The clearances take one regulatory item off Curaleaf’s list, and that carries real value for timing. They do not decide the contest. Aurora’s board continues to back Organigram, the tender threshold rests with shareholders, and Curaleaf’s December 4 expiry arrives ahead of the December 23 target for Aurora’s meeting. Shareholders face two different structures: a cash-and-stock offer from a large U.S. MSO, and a Canadian alternative with cash or share options and tobacco-industry backing. Each carries unfinished approvals. The December vote, and any amended terms before it, deserve the closest attention.