Alberta Regulator Throws Out Curaleaf's Bid to Freeze Aurora's Stock Sales, Five Weeks Before Its Offer Expires

At 9:00 a.m. on Friday, October 23, two members of the Alberta Securities Commission, Kari Horn and Deanna Steblyk, sat as a panel on a file the regulator lists under the plain caption Curaleaf Holdings, Inc. The applicant was Curaleaf, the Stamford, Connecticut, cannabis company run by Boris Jordan. The respondent was Aurora Cannabis, the Edmonton-based medical cannabis producer that Jordan has been trying to buy, over its board's objections, since August. Commission staff counsel Timothy Robson and Danielle Mayhew were listed on the proceeding as well. (S1)

Curaleaf had come to Alberta with one request. It wanted the commission to stop Aurora from selling new shares through its at-the-market program, a standing facility that lets a public company drip stock into the market at prevailing prices, for as long as Curaleaf's takeover offer stayed open. Jordan had framed the program as a weapon. "These issuances erode shareholder ownership value, increase the cost of the Offer, and make it harder for shareholders to decide their own future," he said when Curaleaf filed on September 14. "They seem solely designed to protect management's position, at the expense of investors." (S2)

Three days after the hearing, on Monday, October 26, Aurora announced the result. The commission had dismissed Curaleaf's application. Aurora's chief executive, Miguel Martin, called it a distraction that had failed. "We believe this unsuccessful application distracts from the fundamental shortcomings of Curaleaf's revised Hostile Bid," he said in a statement issued from Edmonton. By Monday evening the commission's proceedings page still listed only the parties, the panel and the hearing date, with no written reasons posted, and Curaleaf's investor-relations page carried no statement on the ruling. Its most recent release on Aurora was dated October 19. (S1, S3, S4)

The ruling ends the first contest in the fight that a regulator, rather than a press release, has decided, and it decided for the target. It also leaves a five-week sprint. Curaleaf's enhanced offer, US$1.00 in cash plus 0.4013 of a Curaleaf subordinate voting share for each Aurora share, runs until 11:59 p.m. Mountain Time on Friday, December 4, 2026. Curaleaf valued that package at US$5.00 a share using its closing price on October 2, an 86 percent premium to Aurora's 30-day volume-weighted average of US$2.75 before the bid surfaced. Aurora's board has told shareholders, unanimously and repeatedly, to do nothing. (S5, S6)

The fact that may explain the outcome sat in plain sight in Aurora's own announcement. The company said the last day it used the at-the-market program was August 18, 2026, and that it has not used it at any point during the bid. August 18 is the date of Curaleaf's offer to purchase and circular, the document that formally put the bid in front of Aurora shareholders. By the time the panel sat, in other words, the share sales Curaleaf wanted stopped had been dormant for more than nine weeks. Whether that was the panel's reason will not be known until it publishes one. (S2, S3)

Curaleaf's complaint was about what happened before that date. Its September application said Aurora had issued about 2.81 million shares at an average price of US$3.04 since Curaleaf first told Aurora it wanted a deal in June, diluting holders by about 4.9 percent over that stretch and by about 10.8 percent since the program began in February. Those issuances, Curaleaf said, raised the total cost of buying Aurora by more than US$11 million. It also pointed to Aurora's own description of itself as debt-free with an "industry-leading balance sheet" and roughly C$149 million in cash, and asked why a company that flush needed to sell stock below the offer price. (S2)

Aurora's answer never changed. It announced the program publicly in February 2026, more than six months before Curaleaf launched its bid, and set it up to fund strategic and accretive opportunities, including added cultivation capacity and acquisitions. "Aurora's ATM program was publicly disclosed well before the Hostile Bid and was established to support legitimate accretive and strategic opportunities," Martin said on Monday. (S3)

Curaleaf has kept a sharper version of the dilution argument alive in its other filings. In an October 19 release, it said Aurora sold shares through the program, with no price limit, for as little as US$2.60 in July 2026. "Aurora's value is appropriate for the board to sell at $2.60, but not at $5, a 92% premium to that level?" the release asked. That line will outlive the Alberta application, because it goes to the question every Aurora holder now has to answer: what the board actually thinks the company is worth. (S7)

Curaleaf was not the only party to take its grievances to Alberta. On September 23, Aurora filed its own application with the commission, asking for an order requiring Curaleaf to fix what Aurora called material deficiencies in the bid circular. It listed three: no pro forma financial statements for the combined company, a deposit period shorter than the 105 days Canadian takeover rules require, and no notice of the bid in a French-language publication in Quebec. Aurora also argued that the short deposit period meant the offer did not qualify as a permitted bid under its shareholder rights plan, which is triggered if Curaleaf acquires more than 20 percent of Aurora's shares. "These are not technicalities. They are shareholder protection requirements, and they matter," Martin said then. (S8)

Curaleaf dealt with much of that on its own. When it raised the offer on October 5, it said the amended circular would include the pro forma financial statements Aurora wanted and would extend the expiry from 5:00 p.m. Mountain Time on December 1 to 11:59 p.m. on December 4. The next day, filing the notice of variation, Curaleaf said it still disagreed with Aurora's technical comments and had acted "voluntarily, and not in response to any action by any regulator." The enhanced offer also raised the cash portion to US$1.00 from US$0.75 and lifted the cap on total consideration to US$6.00 a share from US$5.00. (S5, S6)

Those are the terms on which the contest now turns, and the two companies describe them in opposite ways. Curaleaf argues that, excluding Aurora's cash, the US$5.00 offer is a 217 percent premium, one of the highest in Canada in a decade, and that its implied multiple of 14.3 times Aurora's 2026 adjusted EBITDA is richer than Curaleaf's own 13.7 times. Aurora's board, in an October 14 notice of change, called the revised bid inadequate on several measures, said its financial adviser had delivered an updated opinion to that effect, and argued that much of the cash consideration would in effect come out of Aurora's own balance sheet. (S7, S9)

Aurora's board also argued that its holders carry the risk. The increase in the offer, it said, consists mainly of Curaleaf shares at what it called an inflated valuation, leaving tendering shareholders fully exposed to any decline in Curaleaf's stock. And it said Curaleaf had not adequately supported its estimate of at least US$40 million in annual cost synergies, and that most of any benefit would go to Curaleaf's existing shareholders. (S5, S9)

Jordan's sharpest grievance is about access, not arithmetic. Aurora's October notice disclosed that its special committee, through its financial adviser, had solicited a number of parties and signed confidentiality and standstill agreements with several of them, each of whom has been examining Aurora's information. Curaleaf, which has a binding offer on the table, has not been let in. (S7, S9)

“Aurora's board has a fiduciary duty to shareholders, which requires it not to take illogical steps to keep the highest bidder out of the room.”

— Boris Jordan, Chairman and Chief Executive Officer, Curaleaf Holdings

Curaleaf has recruited outside voices to the same point. Its October 19 release quoted Seaport Research Partners, writing on October 15, questioning why Aurora would give other potential buyers due diligence while refusing to engage with Curaleaf, and quoted ATB Capital Markets, writing on October 6, that the revised bid offers more than Aurora's standalone fair value. The release also took aim at the independence of Aurora's inadequacy opinion, pointing to Aurora's disclosure that Fort Capital's advisory fees may be contingent on an alternative transaction or on no transaction at all. (S7)

Martin's position is that the process is working as designed. Curaleaf's offer stays open until December 4, he said on October 14, so shareholders gain nothing by tendering now, and tendering early could undermine a better outcome. Aurora has said the alternatives include a deal with one or more third parties or staying independent, and has warned there is no assurance its process produces a transaction at all. (S9)

One possible rival has a name, though not a confirmed one. The cannabis newsletter Cultivated reported this month that Organigram Holdings, the Canadian producer in which British American Tobacco took a 19.9 percent stake in 2021, had held talks with Aurora, according to MJBizDaily, which noted that both companies declined to comment to Cultivated and that no deal is guaranteed. Curaleaf answered that report with a statement saying it was "outraged" that a far smaller company appeared to be welcomed into Aurora's process while it was kept out. (S10)

1. Written reasons: the commission's panel has not yet published reasons for dismissing Curaleaf's application; they will show how Alberta treats a pre-bid ATM that went quiet when the bid launched.
2. Aurora's own application: Aurora asked the commission in September to order fixes to Curaleaf's circular; Curaleaf has since added pro forma statements and extended the deadline.
3. A second bidder: any offer from a party now inside Aurora's data room would reprice the contest.
4. Dec. 4, 2026, 11:59 p.m. Mountain Time: Curaleaf's enhanced offer expires unless extended or varied again.

For Curaleaf, the Alberta loss narrows the fight to the arguments it can make directly to shareholders: the premium, the price of those July share sales and the closed data room. For Aurora, the dismissal confirms a financing tool it says it is not using, and buys nothing on valuation. The board still has to produce, before December 4, either a better offer from someone else or a convincing case for standing alone.

Horn and Steblyk's reasons, when they arrive, will be read well beyond these two companies. Every Canadian cannabis company with a standing equity program and a depressed share price is a potential target, and the panel's explanation will tell the next bidder whether a dormant ATM is a defensive tactic or simply a financing tool that happened to be on the shelf. The panel needed a single morning to hear the question. Aurora's shareholders have five weeks to decide the larger one.

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