Curaleaf Refuses to Back Down

STAMFORD – One day after the Alberta Securities Commission (ASC) dismissed Curaleaf’s application to shut down Aurora Cannabis’s at-the-market (ATM) share issuance program, Curaleaf Holdings pushed back with a firm statement, insisting the ruling changes nothing about the fundamental merits of its hostile bid.

Boris Jordan, Curaleaf’s Board Chairman and CEO, argued that the core questions facing Aurora shareholders remain entirely unanswered:

• Why did Aurora sell shares under the ATM below the original offer price after Curaleaf signaled a bid was coming?
• Why is an offer representing an 86% premium being characterized as a “discount”?
• Why is Curaleaf being excluded from standard due diligence when other parties are not? – and
• Why is Aurora’s board pushing shareholders to reject a proposal before any fully informed review has taken place?

“Aurora’s Board has a fiduciary duty to shareholders,” Jordan said, calling Aurora’s approach obstruction rather than stewardship.

At the heart of the dispute is Curaleaf’s revised offer, submitted in October, valuing Aurora’s common shares at US$5-6 each, consisting of US$1 in cash and 0.4013 Curaleaf shares. Curaleaf calculates that figure as an 86% premium to Aurora’s unaffected volume-weighted average share price of roughly US$2.75. The offer remains open through December 4, 2026.

The ASC ruling confirmed that Aurora’s ATM program [first publicly disclosed in February 2026, more than six months before Curaleaf formally launched its bid] is fully compliant with securities law. Aurora CEO Miguel Martin characterized Curaleaf’s application as an attempt to distract shareholders from what he described as the inadequacy of the revised bid.

Curaleaf, for its part, questioned the credibility of Aurora’s stated review of “all available strategic alternatives,” noting that Aurora had been selling shares under the ATM at prices as low as US$2.56 per share, a 49% discount to Curaleaf’s enhanced offer, in the weeks before the hostile bid was formally announced. The company argues that Aurora’s decision to halt ATM activity only after facing public pressure suggests the application achieved its intended effect, regardless of the commission’s formal outcome.

The potential combination, as Curaleaf has framed it, would build a Cannabis operator spanning 17 countries, with more than US$1.5 billion in trailing revenue, approximately US$350 million in adjusted EBITDA, and at least US$40 million in projected annual cost synergies.

The ASC’s ruling resolves a discrete procedural question, it does not resolve the underlying valuation dispute. Aurora’s board has held a consistent and unified line, but the clock is ticking with the offer expiring December 4. For Aurora shareholders, the central tension remains unaddressed. If the board’s rejection of an 86% premium bid is grounded in a credible alternative strategy, evidence of that alternative needs to materialize soon. In a capital-constrained industry where cross-border consolidation carries undeniable strategic value, the window for a more compelling counter-narrative is narrowing fast.