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The battle between Curaleaf Holdings Inc. (TSX: CURA) (OTCQX: CURLF) and Aurora Cannabis Inc. (TSX: ACB) (NASDAQ: ACB) escalated Wednesday again, with Curaleaf issuing a detailed rebuttal to Aurora’s Directors’ Circular and arguing that its takeover proposal remains the better path for Aurora shareholders.
Curaleaf’s Sept. 2 response goes considerably further than simply defending the economics of its offer. The company challenged Aurora’s valuation arguments, balance-sheet narrative, operating performance and management record, while defending its own debt, tax position, TSX listing and dual-class share structure.
At the center of Curaleaf’s case remains its proposed premium. Curaleaf said its offer represents a 45% premium to Aurora’s unaffected trading price and ranks in the 63rd percentile of Canadian M&A premiums paid during the last 10 years. Excluding Aurora’s cash, Curaleaf calculates the premium at 110%.
The company also said its proposal implies a 12.0x CY2026 estimated adjusted EBITDA multiple, more than 68% above comparable Canadian peers.
In a press release, Curaleaf Chairman and CEO Boris Jordan accused Aurora’s board of refusing to seriously negotiate the transaction.
“Aurora’s continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing and shows disregard for the interests of the Company’s own shareholders,” Jordan said. “Not once has there been a counteroffer presented to us.”
Jordan argued that Aurora has yet to demonstrate why remaining independent would produce greater shareholder value.
“Aurora’s response sidesteps the fundamental question facing shareholders: if management’s plan creates greater value than our offer, where is the evidence?” Jordan said.
Curaleaf said it remains willing to engage with Aurora over the proposal.
Curaleaf Defends the Premium and $5 Cap
Aurora has argued that Curaleaf’s proposal does not adequately value the sum of its businesses and has pointed to historical trading levels as evidence that the offer undervalues the company. It has also criticized the offer’s US$5 cap as limiting potential upside.
Curaleaf rejected both arguments.
Beyond the 45% headline premium and 110% ex-cash premium, Curaleaf said the US$5 cap represents an 82% premium to Aurora’s 30-day volume-weighted average price as of the unaffected date of Aug. 10, 2026. On an ex-cash basis, Curaleaf calculates the premium at 197%.
The company said that puts the US$5 cap within the 92nd percentile of Canadian M&A premiums over the past decade.
Curaleaf also defended the transaction structure, arguing that it incentivizes Aurora shareholders to complete the deal sooner to lock in the exchange ratio and participate in potential appreciation of Curaleaf shares.
It further pointed out that Aurora itself has previously used a capped structure in hostile M&A activity, arguing that Aurora’s criticism of the mechanism is inconsistent with its own history.
Curaleaf Says Aurora’s December 2025 Share Price No Longer Matters
Aurora has highlighted the fact that its shares traded above US$5 as recently as December 2025. Curaleaf argues that looking backward ignores what it describes as a deterioration in Aurora’s operating outlook since then.
According to Curaleaf, Canadian medical cannabis revenue has declined significantly, while reimbursement rates from Veterans Affairs Canada have been reduced by almost 30%.
Curaleaf also said German regulators have removed insurance reimbursement, which it described as a meaningful contributor to Aurora’s German business.
At the same time, Curaleaf said Aurora’s quarterly adjusted EBITDA has fallen 63% and operating cash flow has turned negative.
Curaleaf further pointed to Aurora management’s own outlook, saying fiscal 2027 revenue is expected to fall back toward fiscal 2025 levels while fiscal 2027 adjusted EBITDA is expected to be significantly below fiscal 2026.
Curaleaf’s argument is that Aurora’s unaffected share price before the bid was already incorporating those weaker expectations rather than simply reflecting historical valuations.
The Fight Over Aurora’s Debt-Free Balance Sheet
Aurora has emphasized its debt-free balance sheet as one of its financial strengths. Meanwhile, Curaleaf countered that the balance sheet came at a substantial cost to shareholders through equity issuance.
Since September 2020, Curaleaf said Aurora has raised approximately US$398 million through dilutive equity issuances, causing 31% shareholder dilution, including ATM sales averaging US$3.57 in fiscal 2026 and US$3.09 in the June quarter.
Aurora also retains additional ATM capacity, according to Curaleaf, while operating cash flow was negative C$4.4 million in the June quarter.
“Debt can be repaid through cash flow. Equity dilution is permanent,” Curaleaf said.
Curaleaf also challenged Aurora’s longer operating record, alleging that the company has repeatedly incurred restructuring and inventory impairment charges that have been characterized as non-recurring despite appearing for seven consecutive years.
The release further claimed that Aurora management has struggled to integrate acquisitions and said auditors reported ineffective controls over inventory and biological assets in every year since fiscal 2020.
Curaleaf Defends Its Own Cash Flow and Debt
Aurora’s circular also took issue with Curaleaf’s capital structure, debt, tax position, exchange listing and dual-class share structure.
Curaleaf used Wednesday’s response to answer those criticisms point by point.
During the first half of 2026, Curaleaf said it generated US$50 million in operating cash flow and US$17 million in free cash flow while investing US$33 million in growth.
The company also highlighted its US$500 million senior secured notes offering, arguing that its ability to raise that amount from institutional investors demonstrates lender confidence in the durability of the business and its future cash flows.
On a trailing-12-month basis through June 30, 2026, Curaleaf said it generated US$145 million in operating cash flow. The company described itself as having the highest revenue and being among the most profitable U.S. cannabis operators on an EBITDA basis.
Excluding uncertain tax positions, or UTP, Curaleaf said net debt represents approximately 25% of total capitalization, compared with a peer average of 37%.
Curaleaf projects operating cash flow will increase to approximately US$165 million by fiscal 2027, which it said would represent roughly 20% growth from US$138 million in fiscal 2025. It compared that with approximately 3% average growth among its peers.
The company also projects deleveraging from approximately 3.3x net debt to trailing adjusted EBITDA to 2.7x by fiscal 2027. Curaleaf said potential transaction synergies and the combined company’s operating cash flow would provide additional support for deleveraging.
Curaleaf Answers Aurora’s 280E Attack
Curaleaf also responded to Aurora’s criticism of its uncertain tax position related to Section 280E of the Internal Revenue Code.
The company said UTPs associated with 280E are well understood across the U.S. cannabis industry and are already incorporated as liabilities when investors value and assign trading multiples to U.S. multistate operators.
Curaleaf said its UTP balance represents approximately 13% of total enterprise value, compared with a U.S. cannabis peer average of approximately 30%.
The company further argued that the April 23, 2026 reclassification of medical cannabis from Schedule I to Schedule III removed 280E treatment for medical cannabis and stopped future accruals of the associated liability. Curaleaf said adult-use rescheduling remains in process at the DEA and that it expects a similar outcome.
Those regulatory statements represent Curaleaf’s characterization of the current federal tax and scheduling environment.
Curaleaf Says Its TSX Liquidity Beats Aurora’s Nasdaq Liquidity
Aurora has also pointed to its Nasdaq listing when contrasting the two companies. Curaleaf argued that actual trading activity matters more than the name of the exchange.
Curaleaf noted that the Toronto Stock Exchange has more than 2,200 listed issuers representing more than C$7 trillion in market capitalization. The company said cannabis issuers on the TSX represent more than US$6 billion in aggregate market capitalization, nearly twice the aggregate market capitalization of cannabis companies listed on Nasdaq.
More importantly, Curaleaf said its own shares have traded more value on the TSX this year than Aurora has traded on Nasdaq.
Through the 2026 year-to-date period cited by Curaleaf, approximately US$297 million of Curaleaf shares traded on the TSX, compared with US$99 million of Aurora shares traded on Nasdaq.
Across Canadian listings, Curaleaf said approximately US$527 million in value had traded, compared with US$511 million for Aurora when ancillary U.S. listings are included. The company argued that company performance ultimately matters more than the exchange on which shares trade.
Jordan Defends Curaleaf’s Dual-Class Structure
Curaleaf also pushed back against Aurora’s criticism of its dual-class share structure.
Management and other Curaleaf insiders own 21 million subordinate voting shares and 31 million multiple voting shares, according to the release. Curaleaf said those holdings represent an economic interest of approximately 20% and about US$500 million in value.
Aurora insider ownership, by comparison, is approximately 1%, according to Curaleaf.
Curaleaf argued that significant insider ownership aligns management with outside shareholders rather than creating a governance disadvantage.
The company also pointed to Alphabet, Meta, Shopify, Palantir and DoorDash, along with cannabis operators Green Thumb Industries and Trulieve, as examples of founder-owned or sector-leading companies with multi-class voting structures, and noted that multi-class issuers on the TSX have generated returns of 295% compared with 152% for the broader S&P/TSX Composite Index over the period it referenced.
Since Jordan became CEO on Aug. 16, 2024, Curaleaf said its relative share-price performance has exceeded U.S. cannabis peers by approximately 42 percentage points and Aurora by approximately 57 percentage points.
The release then became more personal.
Curaleaf said Jordan has invested substantial personal wealth in building his nearly 20% stake and works from Curaleaf headquarters alongside his executive team overseeing day-to-day operations. It contrasted that with Aurora’s CEO, whom Curaleaf said runs the Canada-based company from his home in the United States.
Curaleaf Takes Aim at Aurora’s Six-Year Transformation
Perhaps Curaleaf’s most aggressive argument concerns Aurora management’s record since 2020.
Aurora has characterized its current strategy as an ongoing business transformation. Curaleaf argues that after roughly six years and three major strategic repositionings, the distinction between a transformation and the company’s underlying operating model has disappeared.
“A six-year program is not a transformation. It is the business model,” Curaleaf said.
The company noted that Aurora’s current CEO was appointed in September 2020 and said business transformation costs have now been recorded for seven consecutive years.
Over approximately six years, Curaleaf said Aurora has generated more than C$480 million in cumulative operating cash flow losses and recorded more than C$400 million in inventory impairments and business transformation costs.
Curaleaf additionally mentioned Aurora’s executive compensation, describing the board as having maintained one of the industry’s most expensive executive compensation packages.
Curaleaf’s Pitch: A Much Larger Cannabis Platform
Ultimately, Curaleaf is asking Aurora investors to evaluate what they would own following a combination. The company argues that Aurora shareholders would gain exposure to U.S. medical cannabis markets, U.S. adult-use markets, European medical cannabis growth, international pharmaceutical distribution, and potential value creation from continued U.S. federal cannabis reform.
That diversification forms the other half of Curaleaf’s pitch: shareholders would receive both an immediate acquisition premium and equity exposure to the potential future performance of the combined company. The proposal therefore would, potentially, provide Aurora shareholders with immediate value while allowing them to participate in the upside of a substantially larger cannabis company.
The offer remains contested, and Aurora shareholders have been advised to review the formal transaction documents before making a decision.
For now, however, the language of the takeover battle is getting sharper.
Nicolas Jose Rodriguez
September 2, 2026