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Global Aurora Accuses Curaleaf of ‘Pressuring Shareholders’ as it Launches Official Takeover Bid

Curaleaf Holdings has pushed ahead with its unexpected and unsolicited acquisition campaign of Aurora® Cannabis and has now submitted an official bid for its Canadian rival.

The cannabis giant formally launched its takeover bid on August 18, 2026, meaning Aurora®’s shareholders must make a decision before the end of the year.

Aurora®’s board have already responded to the bid, urging shareholders to ‘take no action’ before it has made a formal recommendation, expected within 15 days.

The company’s respective CEO’s are already at loggerheads. Curaleaf’s Boris Jordan has defended the bid price on the grounds that Aurora® is facing ‘significant headwinds’ in both Canada and Germany, while framing their response to the proposals as ‘a dismissal’.

Meanwhile, Aurora®’s Miguel Martin has accused Curaleaf of making its offer public to ‘pressure our shareholders into making a short-term decision for the benefit of Curaleaf shareholders.’

The offer


Since announcing its intention to acquire Aurora® last week, none of the fundamentals have changed. Curaleaf’s offer combines 0.3463 of a Curaleaf share and US$0.75 in cash for each Aurora® share, together worth US$4.00, a 45% premium to Aurora®’s unaffected 30-day volume-weighted price of US$2.75, or 110% once Aurora’s cash pile is stripped out.

That values the bid at roughly US$236m on a basic-share basis, but that could once outstanding options and warrants are counted. Inkeeping with Canada’s statutory 105-day minimum bid period, the offer will be open until December 01, 2026.

For the deal to close, more than half of Aurora®’s shareholders need to agree to sell, not counting Curaleaf’s own stake or anyone too closely tied to the company. On top of that, at least two-thirds of Aurora®’s shares overall, including everything that could eventually turn into a share, also need to be tendered, the threshold Canadian rules require before an acquirer can force out any shareholders who refuse to sell.

Curaleaf says there is no financing or due-diligence condition attached, only regulatory approvals and the standard closing terms, including that Aurora®’s shareholder rights plan, if it adopts one, must not get in the way.


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Aurora®’s board has formed a special committee of independent directors, advised by Torys LLP, with Stikeman Elliott and Paul, Weiss acting for the company alongside financial advisor Fort Capital Partners and strategic advisor Kingsdale Advisors, and a formal Directors’ Circular is due within 15 days of the bid’s launch, putting Aurora®’s considered response around September 2.

While Aurora®’s board is yet to formally reject the proposals, Martin stated in a recent press release: “We believe Curaleaf made a strategic decision to make its offer public to pressure our shareholders into making a short-term decision for the benefit of Curaleaf shareholders. We will not do that.

“Their objective is to acquire Aurora®’s highly strategic EU-GMP facilities and leading medical cannabis platforms at the lowest price possible, thereby depriving Aurora® shareholders of any current and future value they generate.”

On the same day, Aurora® announced a £2.1m acquisition of Internode Pharma and HAP Pharma, a licensed importer and a licensed pharmacy in Birmingham, giving it direct ownership of the UK supply chain from import through to patient dispensing for the first time, which Martin described as ‘a further strategic milestone’ in expanding Aurora®’s international leadership.

Is it a fair price?


As discussed in our coverage of the deal last week, the $236m price tag is roughly 1x the company’s FY 2026 revenues, a fraction of the valuations commonly offered to companies at up to 100x in years past.

Curaleaf states in its own circular that the offer implies a 12.0x multiple of Aurora®’s 2026 estimated adjusted EBITDA, which it calculates as 68% above the average for Canadian peers and 58% above Aurora®’s own trading multiple.

Jordan goes on to cite ‘the cancellation of German medical cannabis reimbursement‘ as a significant headwind for Aurora®, which derives a sizeable portion of its income from the country’s thriving medical market.

The recent changes, which came into effect on July 30, 2026, removed dried flower from statutory health insurance (GKV) reimbursement and imposed a six-month finished-medicine trial before extracts like dronabinol or nabilone could be prescribed.


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The statutory health insurers’ own figures suggest the combined reimbursed flower and extracts market is around €205m a year, a fraction of the size of the private market, which Prohibition Partners estimated to be worth €1.15bn in 2025.

In a research note, equity analyst Pablo Zuanic of Zuanic & Associates estimates that the reimbursement changes will knock around 10% off the total value of the German market. He adds that the impact will hit operators focused on extracts harder than those focused on flower. Aurora® falls into the latter category, with around 25 flower varieties currently available in Germany.

Beyond the reimbursement market, proposed amendments to Germany’s Medizinal-Cannabisgesetz could require in-person consultations for cannabis prescriptions and end mail-order pharmacy delivery.

Martin directly addressed this on the company’s August 5 earnings call, before Curaleaf’s bid became public, arguing that regulatory tightening could actually benefit the company: “Companies like Aurora® actually stand to gain because it makes it that much more difficult for those that haven’t dealt with it.”

Similarly, Jordan’s circular also cited ‘the reduction in Canadian medical cannabis reimbursement rates’ as an additional headwind.

Aurora®’s fiscal first quarter of 2027 showed that Canadian medical revenue fell 25% year-on-year to CA$20.7m, which chief financial officer Simona King attributed directly to the Veterans Affairs Canada reimbursement cut that took effect April 1, 2026, cutting the per-gram rate from CA$8.50 to CA$6.00.

Martin noted that veteran patients themselves have seen ‘very little difference,’ because Aurora®’s licensed producers absorbed the cut rather than passing it on, which is why consolidated adjusted gross margin slipped to 58% even as patient volumes held.

International medical revenue, by contrast, rose 17% to CA$43m, and now makes up 64% of Aurora®’s total net revenue, up from 50% a year earlier.

As such, Aurora®’s revenue base has shifted decisively toward international medical channels in the space of one year, exactly the asset Curaleaf covets.

The post Aurora Accuses Curaleaf of ‘Pressuring Shareholders’ as it Launches Official Takeover Bid appeared first on Business of Cannabis.

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