Curaleaf announces unsolicited takeover bid for Aurora Cannabis

Curaleaf Holdings, Inc. (TSX: CURA, OTCQX: CURLF) announced its intention to make a takeover bid for all outstanding common shares of Aurora Cannabis Inc. (NASDAQ: ACB, TSX: ACB), offering US$4.00 per share in a combination of stock and cash.

The proposed offer consists of 0.3463 Curaleaf shares plus US$0.75 in cash for each Aurora share. Based on Aurora's 30-day volume weighted average price of US$2.75, the offer represents a 45% premium. Excluding Aurora's balance sheet cash, the implied premium rises to 110%. A cap of US$5.00 per Aurora share would apply if Curaleaf's share price rises materially before the transaction closes.

Curaleaf said it first approached Aurora with a formal letter of intent on June 23, 2026, followed by a second letter on July 7, 2026. The company said Aurora has declined to engage in negotiations, prompting Curaleaf to make its proposal public.

Boris Jordan, Chairman and Chief Executive Officer of Curaleaf, said: "We approached Aurora privately and constructively on multiple occasions. We were very disappointed that the Board refused to meaningfully engage."

Curaleaf said a combined company would have operations in 17 countries, with more than US$1.5 billion in combined last-twelve-months revenue and nearly US$350 million in adjusted EBITDA. The company projects at least US$40 million in annual cost synergies from the combination.

No formal takeover bid has been commenced, and Curaleaf noted there is no assurance the offer will ultimately be made. The offer would not be subject to due diligence or financing conditions. If launched, the offer would remain open for 105 days.

Canaccord Genuity Corp is serving as Curaleaf's financial advisor, and Dentons is serving as its legal advisor.

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