Aurora Challenges Curaleaf’s Account of $4 Takeover Bid, Forms Special Committee

Aurora Cannabis (NASDAQ: ACB) (TSX: ACB) is pushing back on Curaleaf Holdings’ (TSX: CURA) account of the events leading to its proposed $4-per-share takeover — but it is not rejecting the deal.

In a response issued Tuesday afternoon, Aurora said its board intends to form a special committee of independent directors to evaluate Curaleaf’s unsolicited proposal. The company said no decision has been made and told shareholders they do not need to take any action at this time.

The response came hours after Curaleaf announced its intention to acquire all outstanding Aurora shares for an implied $4 each, consisting of 0.3463 Curaleaf shares plus $0.75 in cash. No formal takeover bid has yet commenced.

But beyond beginning a formal review, Aurora used its response to challenge Curaleaf’s description of how the two companies arrived here.

Aurora Says Curaleaf’s First Letter Had No Financial Terms

Curaleaf said it went public with the proposal following repeated attempts to engage Aurora privately, beginning with a June 23 letter of intent.

According to Curaleaf, Aurora declined to engage in good-faith discussions, prompting a second letter on July 7. The company said Tuesday that Aurora had remained unwilling to engage in constructive discussions.

Aurora offered a different account.

The company confirmed receiving letters dated June 23 and July 7, but said only the July 7 letter contained proposed financial terms. Aurora added that the July proposal did not specify how the consideration would be divided between cash and Curaleaf shares.

That distinction narrows the timeline around the financial proposal. While Curaleaf approached Aurora in June, according to both companies, Aurora says the first offer containing a proposed price did not arrive until July 7.

Aurora Disputes Claim That It Refused to Engage

Aurora also directly challenged Curaleaf’s assertion that it had refused to engage.

According to Aurora, its lead independent director corresponded with Curaleaf CEO Boris Jordan, including as recently as July 24.

Aurora said it communicated that the company was focused on executing its business plan over the short to medium term, while not discouraging continued dialogue between the parties.

The competing accounts matter because Curaleaf made Aurora’s alleged unwillingness to negotiate part of its rationale for taking the proposal public.

“We will now take our proposal directly to Aurora shareholders,” Jordan said in announcing Curaleaf’s intention Tuesday, arguing that further delay was unjustified.

Aurora’s response suggests communication between the companies continued after both the June and July approaches, although the companies clearly differ over whether those communications amounted to meaningful engagement.

The Fight Over What $4 Per Share Is Worth

The two companies are also framing the economics of the proposal differently.

Curaleaf’s proposed consideration carries an implied value of $4 per Aurora share, which it calculates as a 45% premium to Aurora’s 30-day volume-weighted average price of $2.75.

Curaleaf argues the premium reaches 110% when Aurora’s balance-sheet cash is excluded. The proposal also includes a mechanism capping the value received by Aurora shareholders at $5 per share if Curaleaf’s stock rises substantially before the offer is completed. Curaleaf says that cap would represent an 82% premium to Aurora’s 30-day VWAP.

Aurora did not challenge those calculations. Instead, it offered shareholders a different reference point.

The company noted that the $5 cap is below the price at which Aurora shares traded as recently as December 18, 2025.

That sets up a potential valuation debate if the transaction advances: whether investors should judge the proposal primarily against Aurora’s recent trading price and VWAP, as Curaleaf does, or against the value Aurora believes can be created by executing its strategy independently.

Curaleaf Wants the Capacity Aurora Is Still Expanding

The strategic value of Aurora’s international production network is central to both companies’ arguments.

Curaleaf said a combination would give it access to more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including Aurora’s recently acquired Safari Flower Company. Curaleaf sees that capacity complementing its EU-GMP facilities and international distribution infrastructure across markets including Germany, the U.K. and Poland.

Curaleaf also estimates a combination could generate at least $40 million in annual cost synergies, alongside additional benefits from cultivation optimization and deploying Curaleaf genetics across Aurora facilities.

Aurora’s response acknowledged the same strategic value, describing its growing EU-GMP cultivation and manufacturing capacity as “highly strategic.”

But Aurora framed those assets as part of its own growth plan. The company highlighted the Safari Flower acquisition and said it continues evaluating opportunities to expand its production capacity and create additional shareholder value.

That puts another issue in front of Aurora shareholders: Curaleaf is arguing that Aurora’s assets can generate substantially greater value as part of a combined company, while Aurora is signaling that those same assets remain central to its standalone strategy.

A Review, Not a Rejection

For now, Aurora has stopped short of recommending that shareholders reject Curaleaf’s proposal.

Its board plans to establish a special committee of independent directors to consider the offer alongside Aurora’s strategic plans and other available alternatives. The company said there is no assurance the proposal will ultimately produce a transaction.

Curaleaf, meanwhile, has not formally launched the takeover bid. The company said that once commenced, the offer would remain open for acceptance for 105 days unless extended, accelerated or withdrawn in accordance with its terms.

That leaves the proposed acquisition in an unusual position. Curaleaf has gone public after arguing Aurora would not meaningfully engage. Aurora has responded by disputing that characterization, questioning the context around Curaleaf’s valuation and putting the proposal before an independent committee — without closing the door.

The next question is no longer simply whether $4 represents a premium to Aurora’s current market price. Investors will also have to weigh how much Aurora’s international platform is worth on its own, how much value a combination could create, and how much of that potential upside Curaleaf’s proposal would actually deliver to Aurora shareholders.