Curaleaf Accuses Aurora of Blocking Due Diligence While Entertaining Rival Bidders

Curaleaf Holdings (TSX: CURA; OTCQX: CURLF) has accused Aurora Cannabis (NASDAQ and TSX: ACB) of excluding it from due diligence while allowing other potential transaction partners to examine the company’s business, escalating a takeover dispute over Curaleaf’s revised US$5-per-share offer.

In an October 19 statement, Curaleaf Chairman and CEO Boris Jordan challenged Aurora’s decision to reject the enhanced proposal, arguing that the board was preventing shareholders from evaluating a transaction that could deliver a substantial premium to the company’s recent trading price.

Aurora, meanwhile, maintains that the revised offer undervalues its business and exposes shareholders to financial risks associated with Curaleaf’s debt, tax liabilities and share price.

The disagreement now extends beyond the price of the proposed acquisition to how Aurora’s board is conducting its review of strategic alternatives.

Curaleaf Challenges Aurora’s Due Diligence Process

Curaleaf claims Aurora has entered into confidentiality and standstill agreements with other interested parties while refusing to provide Curaleaf with comparable access to company information.

Jordan argues that the board’s approach is inconsistent with its responsibility to evaluate potential transactions in shareholders’ interests.

“Aurora’s Board has a fiduciary duty to shareholders, which requires it not to take illogical steps to keep the highest bidder out of the room,” Jordan said.

Curaleaf also accused Aurora of relying on selective financial comparisons to justify rejecting the proposal.

Aurora has confirmed that its special committee is reviewing alternatives, including potential transactions with third parties or remaining independent. However, the existence of discussions with other parties does not establish that a competing offer has been submitted.

Aurora’s board is asking shareholders to reject a formal offer while it evaluates alternatives whose financial terms, if any, have not been publicly disclosed.

The $5 Offer and the Dispute Over Aurora’s Cash

Curaleaf increased its proposal on October 5 to an implied US$5 per Aurora share, consisting of US$1 in cash and 0.4013 Curaleaf subordinate voting shares.

Curaleaf argues that the revised consideration represents an 86% premium to Aurora’s unaffected 30-day volume-weighted average share price.

The company also claims the premium rises to 217% when Aurora’s cash is excluded from the valuation, arguing that investors should not apply an acquisition premium to cash held on the target’s balance sheet.

Aurora disputes the economic attractiveness of the transaction.

In its October 14 response, the company pointed to approximately US$108 million in cash, cash equivalents, restricted cash and short-term investments as of June 30.

The US$1-per-share cash component of Curaleaf’s revised offer would total approximately US$67 million, according to Aurora.

Aurora argues that this means the buyer could effectively finance the entire cash portion of the acquisition using cash already held by the target company.

The company also highlighted Curaleaf’s approximately US$1.1 billion in debt, leases and financing obligations, alongside a US$468 million uncertain tax liability.

Because most of the proposed consideration consists of Curaleaf shares, Aurora investors would retain exposure to the buyer’s financial performance and share-price movements after the transaction.

Curaleaf Questions Aurora’s Share Issuances

Curaleaf has also challenged Aurora’s argument that US$5 per share undervalues the company by pointing to Aurora’s recent equity issuances.

According to Curaleaf, Aurora sold shares through its at-the-market offering program at prices as low as US$2.60 in July 2026.

The buyer argues that Aurora’s willingness to issue new shares at those prices conflicts with its position that the revised takeover proposal is financially inadequate.

However, the two transactions serve different purposes. An at-the-market offering raises capital for the issuing company, while an acquisition transfers ownership and control of the business. The appropriate valuation can therefore differ.

Aurora’s board has relied on an updated fairness opinion from Fort Capital, dated October 14, concluding that the revised consideration remains financially inadequate for shareholders.

Curaleaf has questioned the independence of Aurora’s valuation process and argued that a second fairness opinion would provide additional assurance.

What Happens Next for Aurora Shareholders?

Aurora’s board continues to recommend that shareholders reject the revised hostile bid and refrain from tendering their shares while its strategic review proceeds.

Curaleaf, for its part, says it remains willing to engage in due diligence and negotiate a transaction.

The amended offer is scheduled to expire December 4, 2026, at 11:59 p.m. Mountain Time, unless extended or otherwise modified.

For shareholders, the decision involves more than comparing the US$5 headline valuation with Aurora’s recent market price.

They must also weigh the cash-and-stock structure of the proposal, Curaleaf’s financial obligations, Aurora’s standalone prospects, and the possibility that its strategic review could produce an alternative transaction.

Until another proposal emerges or the two companies agree to negotiate, the central dispute remains unresolved: Curaleaf is offering shareholders an immediate transaction at a stated premium, while Aurora argues that accepting it would sacrifice longer-term value.

As cannabis companies navigate consolidation, shareholder expectations, and the financial challenges of large-scale acquisitions, these discussions will continue at IgniteIt’s Capital & Policy Summit in Washington, D.C., on November 18. Join cannabis executives, investors, and policymakers to examine the capital markets, dealmaking strategies, and regulatory developments shaping the industry’s future.