Aurora Urges Shareholders to Reject Curaleaf Offer, Citing Cash, Debt and Voting Rights

Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB) is urging shareholders to reject Curaleaf Holdings Inc.’s (TSX: CURA) (OTCQX: CURLF) takeover offer, arguing that the proposal undervalues Aurora and would exchange its debt-free balance sheet and international medical cannabis platform for a minority position in a more leveraged company.

Aurora’s Board of Directors unanimously recommended shareholders take no action and not tender their shares. Shareholders who have already tendered are being advised to withdraw them.

The recommendation followed a review by Aurora’s board and a special committee of independent directors, with outside financial and legal advice. The special committee and board also received a written opinion from their financial advisor dated Sept. 1, 2026.

“This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate,” Executive Chairman and CEO Miguel Martin said.

Aurora Points to $149 Million in Cash and No Debt

Balance-sheet differences are central to Aurora’s position.

Aurora said it is debt-free and held approximately $149 million in cash as of June 30, 2026. For this calculation, Aurora defines cash as cash, restricted cash, short-term investments, and cash equivalents.

By comparison, Aurora calculates Curaleaf’s debt at more than $1 billion as of June 30, including indebtedness, financial obligations, and lease liabilities.

Aurora argues that the proposed transaction would give Curaleaf control over the remaining cash on Aurora’s balance sheet after shareholders receive only a portion of that value through the transaction.

The board consequently disputes Curaleaf’s calculation of the premium being offered, arguing that it does not adequately account for Aurora’s cash or the underlying value of its operations.

Aurora also cited TD Securities commentary from August 2026 stating that the offer did not adequately reflect Aurora’s medical cannabis leadership, balance-sheet flexibility, international expertise, or long-term growth potential.

Aurora Says Shareholders Would Own 7.7% But Control 3.2% of Votes

Governance is another major component of Aurora’s recommendation.

Under the proposed exchange ratio, Aurora estimates its shareholders would collectively own approximately 7.7% of the combined company.

Their voting power, however, would amount to approximately 3.2% of the votes because of Curaleaf’s multi-voting share structure.

Aurora argues that shareholders would therefore move from owning shares in an independent company to holding a relatively small economic interest and an even smaller voting interest in the combined business.

The company also identified Curaleaf’s share-price volatility, debt costs, tax uncertainties, regulatory exposure, governance structure and liquidity as risks Aurora shareholders would assume through the transaction.

Aurora additionally noted that Curaleaf does not trade on a U.S. national securities exchange, an issue the company says is particularly relevant for U.S.-based Aurora shareholders.

Aurora Says Its International Medical Strategy Has More Value Ahead

Aurora’s case for remaining independent rests heavily on the transformation of the company from a broad cannabis operator into a business increasingly focused on medical cannabis and international markets.

The company said it has exited lower-margin businesses while expanding EU-GMP cultivation and manufacturing capacity.

Aurora now describes itself as operating one of the world’s largest indoor EU-GMP manufacturing networks and argues that the infrastructure, regulatory expertise and international footprint required to build that platform would be difficult and expensive to replicate.

The company currently serves medical cannabis markets across Canada, Europe, Australia and New Zealand, with GMP-certified manufacturing facilities in Canada and Germany.

Aurora said the strategy has produced record international revenue and what it describes as industry-leading margins.

Management believes tighter EU-GMP standards and increasing global patient demand should favor companies capable of producing their own compliant supply.

Aurora has also recently announced acquisitions intended to expand its presence in the UK medical cannabis market, investments it says its debt-free balance sheet gives it flexibility to pursue.

Board Says Curaleaf’s Offer Does Not Capture Future Value

Aurora ultimately argues that Curaleaf is seeking to acquire its international medical cannabis infrastructure before the value of those investments is fully reflected for shareholders.

The board believes Aurora’s EU-GMP manufacturing capabilities, regulatory infrastructure, and position in higher-margin international medical markets represent assets whose future value is not adequately captured by the current offer.

That assessment also explains Aurora’s objection to Curaleaf’s headline premium calculation. Aurora maintains that the relevant comparison should account for its cash position and the value shareholders could potentially receive from the company’s standalone strategy rather than relying primarily on the unaffected trading price.

For shareholders, the decision therefore involves more than the immediate acquisition premium.

Aurora is asking investors to compare its approximately $149 million cash position and debt-free balance sheet with the economics and risks of receiving Curaleaf shares; to consider an ownership position of approximately 7.7% with roughly 3.2% voting power in the combined company; and to decide whether Aurora’s international medical cannabis platform could ultimately generate greater value independently.

The board and management said they are continuing to execute Aurora’s existing strategy while evaluating additional opportunities to create shareholder value, including potential alternatives to Curaleaf’s proposal.

For now, Aurora’s recommendation is unchanged: shareholders should take no action and not tender their shares to Curaleaf’s offer.