Curaleaf Goes Hostile for Aurora Cannabis at $4 a Share. Aurora Says the Terms Were Never Fully Spelled Out.

On the morning of Wednesday, Aug. 5, Miguel Martin opened Aurora Cannabis's fiscal first-quarter call and did what he has done on these calls for six years: talked about medical cannabis, EU-GMP certification and the balance sheet. Aurora, he told analysts, had "ample cash and no debt," a cushion he said gave the company room to handle regulatory and competitive shifts across Canada, Europe and beyond. His chief financial officer, Simona King, went a step further, saying the company could be opportunistic about investing in itself "while also pursuing additional acquisitions." (S9)

Near the end of the question period, Bill Kirk of Roth Capital Partners asked Martin whether U.S. growers who talk about exporting into Europe would be competitors or partners. Martin, Aurora's executive chairman and chief executive, said it was "a little early" to know, that Germany had been difficult since Aurora entered in 2018, and that the company's edge was growing almost everything it sells. He did not mention that the largest of those U.S. operators had, at that moment, a $4.00-a-share proposal to buy Aurora sitting with his board, one his own lead independent director had corresponded about as recently as July 24. (S9, S4)

Six days later, at 8:25 a.m. Eastern on Tuesday, Aug. 11, Curaleaf Holdings put out a press release from Stamford, Conn., announcing it would take that proposal directly to Aurora's shareholders. Boris Jordan, Curaleaf's chairman and chief executive, had sent Martin two confidential letters, on June 23 and July 7. Now both were posted on a Curaleaf website, and Jordan was on X and BNN Bloomberg explaining why he had stopped waiting for an answer he liked. (S1, S5, S7)

The bid, if Curaleaf formally launches it, would be only the third conspicuous hostile campaign in Canadian cannabis, after Aurora's own pursuit of CanniMed Therapeutics in 2017 and Green Growth Brands' failed run at Aphria in 2019. Curaleaf is offering 0.3463 of its subordinate voting shares plus $0.75 in cash for each Aurora share, which it values at $4.00, a 45% premium to Aurora's 30-day volume-weighted average price of $2.75, or 110% once Aurora's roughly C$149 million in cash is stripped out. The Wall Street Journal put the total outlay at about $272 million. Aurora's Nasdaq-listed shares jumped about 20% to close at $3.48, still well short of the headline price. (S1, S16, S13, S5)

What happens next runs on a Canadian clock. Under National Instrument 62-104, a formal takeover bid must stay open at least 105 days, more than half of the shares not owned by the bidder must be tendered before any can be taken up, and the bid then extends another 10 days. Curaleaf says its offer would carry no financing or due-diligence conditions. Aurora, for its part, has not said no. It has disputed Curaleaf's account of the summer, criticized a $5.00 cap on the consideration, and said its board will form a special committee of independent directors to weigh the proposal against "other available strategic alternatives." (S14, S1, S4)

The two letters tell the story of how the parties got here, and why they now disagree about it. The June 23 letter, addressed to Martin at his Aurora email and marked confidential, was a non-binding indication of interest. It named no price. It proposed a mutual non-disclosure agreement and 30 days of exclusive reciprocal due diligence, including site visits, and pitched pairing "nearly 50 tons" of Aurora's certified EU-GMP capacity with Curaleaf's distribution in the United States, Europe, Australia and New Zealand. (S2)

The July 7 letter was sharper. It called itself a letter of intent, went "directly to Aurora's Board of Directors," and for the first time attached a number: $4.00 per share, a 41% premium to Aurora's $2.84 close on July 2, paid in Curaleaf equity "and a portion of cash" through a plan of arrangement. Jordan wrote that Aurora had made progress as an independent company but that "the public markets have accordingly measured that progress," and he asked for a substantive response within five business days. The letter also noted that the deal would need Curaleaf's board approval but not a Curaleaf shareholder vote. (S3)

Aurora's reply, issued at 3:22 p.m. Eastern on Aug. 11, seven hours after Curaleaf's release, conceded the letters existed and then picked at what they contained. Only the July 7 letter had financial terms, Aurora said, and it gave no detail on how the $4.00 would split between cash and stock, the 0.3463-share, $0.75-cash formula appeared for the first time in the public release. The public version also added something the letters had not: a cap of $5.00 per Aurora share, tied to Curaleaf's 20-day VWAP, above which Curaleaf would cut the share ratio. Aurora pointed out that its stock had traded above $5.00 as recently as Dec. 18, 2025. (S4, S1)

The sharpest line in Aurora's release went to the question of whether anyone had ignored anyone. "Contrary to the assertion that Aurora refused to engage," the company said, its lead independent director had corresponded with Curaleaf's CEO, including on July 24, telling him Aurora was focused on executing its plan over the short to medium term while not discouraging "an ongoing dialogue." Aurora did not name the director. Michael Singer holds that title; four days earlier, on Friday, Aug. 7, he had chaired Aurora's virtual annual meeting, where shareholders re-elected a five-member board led by Martin, results Aurora announced on Aug. 10, the day before Curaleaf went public, with Martin saying they showed "confidence in our Board of Directors." (S4, S15, S19)

That is a narrower dispute than it looks. Curaleaf's release says Aurora was "unwilling to engage in constructive discussions." Aurora says it answered, just not with the answer Curaleaf wanted. Both can be true. What Aurora has not done is reach for the tools Curaleaf warned about: Curaleaf's release lists a shareholder rights plan, a large share issuance, new debt or a significant transaction as grounds on which it might decide not to make the offer at all. (S1, S4)

The strategic case is about supply. Curaleaf's international business, which grew to $51.4 million in the June quarter, runs on three EU-GMP facilities in Portugal, Spain and Canada, and on distribution assets such as Four20 Pharma in Germany, which Curaleaf took to full ownership in April, and Curaleaf Clinics in the United Kingdom. Aurora brings more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the 59,000-square-foot Safari Flower Co. facility in Ontario that closed on April 14 and received a three-year EU-GMP certificate on July 23. Curaleaf says the combined company would span 17 countries with more than $1.5 billion in trailing revenue, nearly $350 million in adjusted EBITDA and at least $40 million in annual cost synergies. (S10, S1, S8, S3)

Aurora's own numbers explain both why Curaleaf wants it and why the board can afford to deliberate. Roughly 64% of Aurora's revenue now comes from outside Canada, up from 50% a year earlier; international medical revenue grew 17% to C$43.3 million, mostly on German demand. But adjusted EBITDA fell to C$3.4 million from C$10.8 million, free cash flow swung to a C$5.8 million outflow, and Canadian medical revenue dropped 25% on the reimbursement change. Management has called fiscal 2027 a transition year and guided to a better second quarter. (S8, S9)

The market's early verdict on Curaleaf's math has been mixed. On the day of the announcement, TD Cowen analysts Derek Lessard and Ryan Neal published a note saying the offer "undervalues the long-term potential of Aurora's business," arguing that Aurora's medical-market leadership, product portfolio and balance sheet position it to create "significantly greater value over time." Neal had been on the Aug. 5 call, asking about the reimbursement hit and Safari integration; six days later he was telling clients the bid did not fully capture what he heard. (S7, S9)

“We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified.”

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

Jordan's own framing has been that Aurora's shareholders, not its board, are the audience. On X the morning of the announcement he wrote that the deal "changes the game for both sets of shareholders," and to Cannabis Business Times he argued that standards in medical cannabis are "rising, not falling" and that the operators who win will be those who can prove EU-GMP compliance across the whole chain. Curaleaf has hired Canaccord Genuity as financial adviser, Dentons as legal counsel, Kekst CNC for communications and Carson Proxy Advisors as information agent, the roster of a company that expects a campaign, not a signing. (S5, S6, S1)

Not every outside voice sides with Aurora's board. David Jagielski, writing for The Motley Fool on Aug. 12, called buying Aurora "at a beaten-down valuation" an effective way for Curaleaf to expand internationally and said he believed it could be a good move for the acquirer, despite Aurora's stock having lost about 95% of its value over five years. His colleague Eric Volkman was cooler on both sides: he noted Curaleaf had said nothing about how it would fund a cash component that could exceed $46 million against $107 million of cash on hand, predicted "a long saga," and said that if forced to pick a stock he would take Aurora, on the odds Curaleaf sweetens. (S12, S11)

There is precedent for both endings, and Aurora wrote one of them. In November 2017 Aurora launched an unsolicited all-stock bid for CanniMed; CanniMed's board rejected it, adopted a poison pill and sued. Aurora prevailed in January 2018 only after raising its offer substantially and adding cash, in a deal valued at about C$1.1 billion. A year later Green Growth Brands went hostile for Aphria; Aphria's board rejected the offer, Green Growth cut it after its own shares fell, and the bid expired in April 2019 without meeting the minimum tender condition. Aphria later merged with Tilray on friendly terms; Green Growth filed for insolvency protection. (S13)

For Curaleaf, the bid caps a year of positioning for a U.S. exchange listing: a 1-for-3 reverse split announced earlier this summer, a second straight quarter of domestic growth, and the Four20 buyout. In May the company reported $70 million of first-quarter adjusted EBITDA while peers slipped, and it has argued since that scale will matter more once rescheduling and uplisting arrive. Folding in a Nasdaq- and TSX-listed producer with no U.S. plant-touching operations would add a global medical franchise without complicating that path. (S5, S10)

For Aurora, the calculus is different. It exited Canadian consumer cannabis to become a near-pure medical exporter, about 95% of revenue by The Motley Fool's count, and has told investors that the payoff from Safari and a doubling of flower output at its Leuna facility in Germany is still ahead. A special committee weighing a stock-heavy offer from an OTC-listed acquirer will have to decide whether $4.00 today, or $5.00 at the cap, beats that plan, and whether a cross-border combination raises the same U.S.-Canada complications that have sent other cannabis companies looking for creative structures. (S8, S9, S4)

1. Curaleaf files and mails a formal offer and takeover bid circular, the step that starts the 105-day minimum deposit period. It has not done so as of Aug. 15.
2. Aurora's special committee of independent directors issues its recommendation on the offer, accept, reject or seek alternatives.
3. Any defensive move by Aurora, a rights plan, a share issuance, new debt or an alternative transaction, which Curaleaf has said could lead it to abandon the offer.
4. Curaleaf's share price: the 0.3463 ratio is worth $4.00 only at roughly $9.40 a share, and the $5.00 cap kicks in if Curaleaf's 20-day VWAP climbs high enough.
5. A sweetened bid. Aurora's own CanniMed campaign closed only after it raised its price and added cash.

Aurora said on Aug. 11 that it does not intend to comment further unless disclosure is required, which means the next word from Edmonton is likely to come from the special committee rather than from Martin. On the Aug. 5 call he had told Bill Kirk that partnering with U.S. operators was something Aurora hoped to do, "just like we partner with folks in Canada and internationally." A week later, the largest of them proposed a partnership of a different kind, on terms his company says were never fully spelled out. (S4, S17, S9)

Jordan, for his part, has already sent his five-business-day ultimatum once and been answered with a July 24 note about staying the course. He now has 105 days, a proxy solicitor and Aurora's shareholder list to work with. Whether that turns into a CanniMed ending or an Aphria one will depend on the one number neither letter contained until Tuesday: what Curaleaf's stock, not Curaleaf's cash, is worth on the day Aurora's shareholders have to decide. (S3, S4, S1, S13)

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