Curaleaf Escalates Aurora Fight, Asks Alberta Regulator to Freeze Share Sales

STAMFORD – Curaleaf Holdings Inc. submitted a formal application to the Alberta Securities Commission (ASC), seeking to halt Aurora Cannabis’s at-the-market share issuance program while Curaleaf’s offer to acquire all outstanding Aurora shares remains outstanding. The company has simultaneously requested an expedited hearing, as disclosed in the official company press release.

The formal bid – an unsolicited offer to acquire all outstanding Aurora Cannabis Inc. shares at an implied value of US$4.00 per share, consisting of 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash, capped at a maximum value of US$5.00 per share – was  formally launched August 18, 2026, with a deadline of December 1. Aurora’s board rejected it outright and urged shareholders to hold.

What pushed Curaleaf to the regulator is Aurora’s continued use of its ATM program – an issuance mechanism Aurora established in February 2026, with proceeds designated for “strategic and accretive purposes only.” According to Curaleaf’s application to the ASC, Aurora has issued approximately 2.81 million shares at an average price of US$3.04 per share since Curaleaf first expressed interest in pursuing a transaction – well below the offer price. Those issuances have diluted Aurora shareholders by approximately 11% since the ATM program began, by roughly 5% since June 2026, and have increased the total cost of Curaleaf’s offer by more than US$11 million.

“Every share Aurora sells below the offer price raises the same question,” Boris Jordan, Curaleaf’s Chairman and CEO, said in the announcement. Jordan characterized the issuances as eroding shareholder ownership value and making it harder for shareholders to decide their own future, adding that they appear solely designed to protect management’s position at the expense of investors.

Aurora, for its part, has resisted Curaleaf’s advances at each stage. CEO Miguel Martin described the offer as a pressure tactic and maintained that Aurora is building for the long term, pointing to a debt-free balance sheet and approximately C$149 million in cash. The board has unanimously recommended shareholders reject the offer. Independent analysts at TD Cowen, in a report published in August 2026, stated that the hypothetical takeover bid undervalues Aurora and does not adequately reflect its medical Cannabis leadership, balance sheet flexibility, or long-term growth potential.

Still, Curaleaf’s central argument to the commission is hard to brush aside. Aurora’s board approved ATM issuances at average prices of US$3.57 during fiscal 2026 and as low as US$3.09 during the June quarter – figures that sit materially below the very offer price Aurora is urging shareholders to reject. That contradiction is documented in publicly available filings and is likely to draw scrutiny from the commission.