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Curaleaf Rebuts Aurora Cannabis Claims, Defends Takeover Premium

Stamford, Conn. – – September 11, 2026 -- Curaleaf Holdings, Inc. released a fact sheet countering what it called inaccurate statements by Aurora Cannabis Inc. regarding Curaleaf's proposal to acquire the company, arguing its offer represents one of the highest premiums in a decade of Canadian M&A.

Curaleaf says its bid carries a 110% premium once Aurora's cash is excluded

Curaleaf's headline offer reflects a 45% premium, which the company says ranks among the higher Canadian M&A premiums of the past ten years. Stripping out cash on Aurora's balance sheet, Curaleaf calculates the effective premium at 110%. Curaleaf noted Aurora has continued issuing shares through an At-the-Market program at prices below the value implied by the offer, even after the bid was made public.

Aurora recorded roughly C$5 billion in impairments over a six-year turnaround period

Curaleaf's fact sheet cites approximately C$5 billion of impairments and C$130 million of business transformation costs at Aurora, alongside negative operating cash flow exceeding C$480 million since fiscal 2021. Aurora shares have fallen 97% under CEO Miguel Martin, according to the document. Curaleaf contrasted this with its own $447 million of positive operating cash flow generated since fiscal 2021.

Aurora's fiscal 2027 guidance points to revenue falling back to fiscal 2025 levels

Curaleaf highlighted Aurora's own forecast showing fiscal 2027 revenue declining to fiscal 2025 levels, with adjusted EBITDA expected to be lower than the prior year. The company argued this outlook undercuts Aurora's characterization of a "record year" and "gaining momentum."

Curaleaf insiders hold roughly 20% ownership versus about 1% at Aurora

Curaleaf said its insiders have close to US$500 million of personal capital invested in the company, compared with Aurora insider ownership of approximately 1%. Aurora insiders stand to receive roughly 10% of the transaction value in a change-of-control scenario, per the fact sheet. Curaleaf added that since Boris Jordan became CEO, its stock has outperformed Aurora's by approximately 57%. Curaleaf noted that Aurora never signed a confidentiality agreement and never discussed price before rejecting the proposal.

Cash represents about 19% of the US$4.00 offer, in line with prior cannabis deals

Curaleaf said the cash portion of its offer aligns with precedent Canadian cannabis M&A transactions, while the US$5.00 cap price implies a premium in the 92nd percentile of Canadian M&A deals over the past decade. Curaleaf also pointed to its U.S. medical cannabis business, which it said represents approximately 60% of its operations, and said Aurora has raised more than US$400 million in equity since September 2020 through dilutive issuances.

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