Curaleaf Holdings, Inc. (TSX: CURA) issued a response to Aurora Cannabis Inc.'s (NASDAQ: ACB) directors' circular, reiterating its takeover offer and challenging several of Aurora's arguments against the deal, according to a press release dated Sept. 2, 2026.

Curaleaf's offer includes a 45% premium to Aurora's unaffected share price, with a cap of US$5.00 per share. The company said the cap represents an 82% premium to Aurora's 30-day volume-weighted average price as of Aug. 10, 2026, and a 197% premium on an ex-cash basis.

Curaleaf challenged Aurora's emphasis on its debt-free balance sheet, noting that since September 2020, Aurora raised approximately US$398 million through equity issuances, diluting shareholders by roughly 31%. Curaleaf also noted that Aurora's board sold shares through its at-the-market program at average prices of US$3.57 and US$3.09 per share in recent quarters, below the value Aurora now claims is inadequate.

Curaleaf said Aurora's operating cash flow turned negative in the June quarter, at negative C$4.4 million, while Curaleaf reported US$145 million in operating cash flow over the last twelve months ended June 30, 2026.

Aurora's management guidance, as cited by Curaleaf, projects fiscal 2027 revenue returning to approximately fiscal 2025 levels, with adjusted EBITDA declining from fiscal 2026 levels.

"Aurora's continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Not once has there been a counteroffer presented to us."

Curaleaf also noted that U.S. cannabis reclassification from Schedule I to III on April 23, 2026 removed IRC Section 280E tax treatment, addressing a liability Aurora cited as a concern regarding Curaleaf's tax position.

Curaleaf said it remains open to discussions with Aurora's board regarding the offer.