Edmonton – October 14, 2026 -- Aurora Cannabis' board unanimously recommended that shareholders reject Curaleaf Holdings' revised hostile offer, which remains open until December 4, 2026, and said its special committee is actively exploring alternatives, including a deal with one or more third parties.
The recommendation, made on the unanimous advice of a special committee of independent directors, responds to the Notice of Variation, Change and Extension that Curaleaf filed on October 6, 2026. Aurora's financial advisor delivered an updated opinion concluding that the revised consideration is inadequate, from a financial point of view, to Aurora shareholders.
Board says revised offer shifts risk and cost onto Aurora shareholders
Aurora argues that the increase in consideration consists principally of Curaleaf shares at an inflated valuation. Aurora shareholders would therefore stay fully exposed to any decline in the Curaleaf share price.
The board also objects to the funding structure. It says a significant portion of the cash consideration would in effect be paid from Aurora's own balance sheet, meaning shareholders would help finance the acquisition of control.
Aurora further says Curaleaf has not adequately supported its estimated synergies. Even if they were realized, substantially all of the benefit would go to Curaleaf's existing shareholders, the board argues.
The board calls the bid opportunistic, saying it seeks Aurora's assets at a discount and ignores the longer-term earning power of the global business.
Executive Chairman and CEO Miguel Martin said Aurora is debt-free with a strong cash position, and that the bid asks shareholders to give up that strength and their future upside at a discount.
Aurora signs confidentiality and standstill agreements with multiple parties
Through Aurora's financial advisor, the special committee has solicited a number of parties to gauge their interest. Aurora has entered into confidentiality and standstill agreements with multiple parties, which are reviewing company information. Aurora has held numerous discussions with them.
The alternatives under review include a possible transaction with third parties or remaining independent and pursuing Aurora's existing strategy as a stand-alone entity. Aurora cautions that it cannot predict what alternatives, if any, will emerge, and that there is no assurance the process will produce a transaction.
Shareholders told to take no action while the offer stays open to December 4
Aurora says shareholders lose nothing by waiting, since the Curaleaf offer stays open until December 4, 2026. It warns that tendering early could undermine the chance of a superior outcome. Rejecting the bid requires no action. Shareholders who have already tendered can withdraw through their broker or through Kingsdale Advisors, Aurora's strategic advisor and information agent.
The board intends to issue a further recommendation once the special committee has evaluated the alternatives. The full reasoning will appear in a Notice of Change to Directors' Circular, to be filed on SEDAR+ and EDGAR and posted on the company's special website. The circular is dated September 1, 2026.