Curaleaf Defends Aurora Cannabis Takeover Offer, Challenges Board’s Objections

By Nicolás Rodríguez, Managing Editor

Curaleaf has intensified its campaign to acquire Aurora Cannabis, releasing a shareholder presentation that defends its offer and directly challenges the Canadian producer’s objections to the proposed transaction.

The company says its offer values Aurora shares at US$4.00, representing a 45% premium to Aurora’s unaffected share price. Curaleaf calculates that the premium rises to approximately 110% when Aurora’s cash is excluded and the comparison is limited to its operating business.

Approximately 19% of the consideration would be paid in cash, with Aurora investors receiving Curaleaf shares for the remainder. Curaleaf argues that the structure would provide immediate value while allowing Aurora shareholders to retain exposure to the combined company.

The presentation also attacks Aurora’s standalone strategy. Curaleaf says Aurora has recorded approximately C$5 billion in impairments, C$130 million in transformation costs and more than C$480 million in negative operating cash flow since fiscal 2021. It also highlights a 97% decline in Aurora’s shares during CEO Miguel Martin’s tenure.

By comparison, Curaleaf says it generated $447 million in positive operating cash flow over the same period.

Curaleaf also criticized Aurora’s continued use of at-the-market equity offerings. According to the presentation, Aurora has raised more than US$400 million through share issuances since September 2020, including stock sold below the value implied by Curaleaf’s proposal.

The companies also remain divided over Curaleaf’s US$5.00 cap on the offer. Curaleaf claims the cap still represents a premium within the 92nd percentile of Canadian mergers and acquisitions completed during the past decade. It added that Aurora could shorten the statutory 105-day tender period to 35 days and negotiate different terms.

Curaleaf further alleges that Aurora rejected the approach without signing a confidentiality agreement, discussing price or presenting a counteroffer.

The presentation reflects Curaleaf’s position and has not been independently verified. Its central message to investors, however, is clear: shareholders must choose between Aurora’s turnaround plan and ownership in a substantially larger cannabis platform with operations across the United States and international markets.