Curaleaf Holdings’s takeover bid for its Canadian rival Aurora Cannabis has evolved into a public spat between the two cannabis giants over whose financial projections are honest, who would actually control the proposed new entity, and whether the current bid can even close on its own terms.
Since we last reported on the unsolicited takeover bid, the first ‘hostile’ M&A effort in the sector since 2019, Aurora®’s board voted unanimously to reject Curaleaf’s takeover offer on September 2, seeing Curaleaf hit back the same day.
In the three weeks since the Curaleaf announced its intentions to acquire Aurora®, both have seen senior members air their grievances on social media, each levelling accusations against the other’s conduct and calculations.
According to a circular sent to Aurora’s shareholders following the board’s unanimous rejection of the offer, the process began weeks before Curaleaf’s public statement of intent was published on August 11, 2026.
Miguel Martin, Aurora®’s Executive Chairman and Chief Executive Officer, and Boris Jordan, Curaleaf’s Chairman and Chief Executive Officer, reportedly held a first virtual meeting on June 22.
Jordan followed up the next day with an unpriced letter requesting 30 days of exclusivity, which Aurora®’s board declined because it contained no indication of value.
On July 7, Curaleaf came back with a non-binding proposal of approximately US$4.00 a share and a five-business-day ultimatum. Aurora®’s board rejected that too on July 10, though it left the door open to further talks, and correspondence between Jordan and Aurora®’s Lead Independent Director, Michael Singer, continued through July.
Curaleaf went public on August 11, adding a US$5.00 cap to the offer that hadn’t featured in the July proposal, and formally commenced the bid on August 18.
Aurora® hastily convened a Special Committee of independent directors the same day the intention was announced, retained Fort Capital as financial advisor and Torys LLP as independent legal counsel, and spent the following three weeks building its case before the board’s unanimous rejection on September 1.
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Along the way, the back and forth has become increasingly public and, in some cases, personal. In an interview with Business Insider, Jordan questioned Martin’s motives for resisting a deal.
“The guy’s got a very good job. Why would Miguel want to lose that position?” Jordan questioned.
Representatives from both sides have taken the dispute to social media. On September 2, Aurora’s corporate LinkedIn page, followed by more than 118,000 people, posted the board’s rejection directly.
Martin said: “This transaction would be harmful to Aurora® shareholders as the hostile bid is inadequate. Curaleaf has over $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside.
Juan Martínez, Chief Executive Officer of Curaleaf International, published an open letter addressed ‘to everyone at Aurora®’ on LinkedIn just a day later.
Martínez writes about his own family’s experience with medical cannabis, Curaleaf International’s growth from under US$15m to more than US$50m in quarterly revenue (up 26% year-on-year) under his tenure, and what he calls a record of leaving acquired teams in place.
“The founder of our UK clinic runs our UK clinic,” he wrote. “We don’t fly someone in from the head office.”
He invited Aurora® employees to email him directly, while asking them not to send him anything about Aurora®’s business that isn’t already public.
Those numbers are now the centre of the fight. Aurora®’s financial advisor, Fort Capital, delivered a written opinion on September 1 that the consideration on offer was underpriced.
Aurora®’s own analysis, set out in detail in its Directors’ Circular, argues the bid sits 63% below where Aurora®’s Canadian licensed-producer peer group trades on 2026 estimated revenue and 23% below on 2026 estimated EBITDA, once a 35% change-of-control premium (the historical Canadian median) is applied.
Judging the offer on recent Canadian cannabis transactions, Aurora® estimates that the average offer is around 1.8 times the average revenue multiple, which would imply a value of US$7.03 a share, 76% above the bid’s US$4.00 base and 41% above its US$5.00 cap.
A research note from TD Cowen’s Derek Lessard, cited in Aurora®’s circular, argues that ‘a hypothetical takeover of US$4.00-US$5.00 undervalues the long-term potential of Aurora®’s business,’ and separately rejects Curaleaf’s marketing claims that its offer represents a ‘110% premium excluding cash’ was misleading.
“ Aurora®’s cash is already reflected in its share price. An ex-cash approach overstates the effective premium,” it said.
Both sides have also traded blows over historical value destruction. Curaleaf points to Aurora®’s C$4.67bn in cumulative impairments as proof of mismanagement.
In response, Aurora® countered that 98% of these impairments were booked before September 2020, under a different management team. Since then, Aurora®’s impairments have totalled C$85m against Curaleaf’s C$204m, and its net losses of C$181m compare with Curaleaf’s C$1,009m, over the same three years, 2023 to 2025. Curaleaf itself has never reported an annual profit.
Beyond the price on offer, the dispute has focused on what the future would hold for an integrated Aurora® under Curaleaf’s umbrella.
Jordan holds an 18% economic interest in Curaleaf but controls 69% of its votes through multi-voting shares. Those shares were due to convert automatically to ordinary voting shares if Curaleaf ever secured a US stock exchange listing, a standard ‘sunset trigger’ built to limit founder control once a company matures.
In June 2026, Curaleaf’s board put a motion to shareholders eliminating that trigger, with only one director dissenting. The results of its 2026 shareholders meeting put approval at 79.66% of independent subordinate-voting shareholders, excluding Jordan’s own holdings. Jordan’s control is now unbound by any future US listing, which Curaleaf has stated it is pursuing.
Should the takeover go ahead, Aurora® argues this dynamic would diminish the control of its current shareholders. Aurora® shareholders would hold approximately 7.7% of the combined company’s equity but only 3.2% of its votes.
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Curaleaf has also suggested that a combined entity would offer superior liquidity, but Aurora® disputes this framing, citing recent trading value statistics. Over the twelve months to August 2026, Aurora®’s average daily trading value was C$11.8m against Curaleaf’s C$8.8m, and Aurora® shareholders turned over roughly 56% of the free float compared with 3.2% for Curaleaf’s.
Beyond valuation, Aurora®’s circular also challenges the way in which Curaleaf has approached the process, publishing a list of what it calls structural defects. Canadian securities law requires a hostile bid to stay open for a minimum of 105 full days, and Aurora® argues Curaleaf’s stated expiry of 5:00pm Mountain Time on December 1 falls short of that threshold, and the bid would need to be extended before any shares could be taken up.
Additionally, Aurora® also alleges Curaleaf never published the French-language newspaper notice Quebec securities law requires alongside an English one, meaning the bid ‘was not properly commenced’.
Separately, Curaleaf has not offered Canadian shareholders a Section 85(1) tax-deferral election, so tendering would trigger an immediate capital-gains tax bill, and Curaleaf’s own shareholder-approved move from British Columbia to Delaware in June changes the Canadian tax treatment of future dividends in ways Aurora® says the circular does not disclose.
Shareholders in 29 US states, Aurora® adds, would not receive Curaleaf shares under the bid’s current structure at all, only the cash proceeds of a forced sale on the Toronto Stock Exchange, net of commissions and currency conversion. Curaleaf has not yet responded publicly to these specific legal gripes.
As we reported when the bid became official, the motivations behind the acquisition can be framed through the lens of European dominance, with the newly combined entity set to rank among the largest players in nearly all of the continent’s growth markets.
Aurora®’s already entrenched position in Europe was expanded further late last month. On August 19, it acquired Internode Pharma and HAP Pharma for £2.1m, adding a wholesale import licence and pharmacy route to patients in the UK.
It now operates four EU-GMP-certified cultivation facilities totalling 353,400 square feet, versus one small Curaleaf-owned Portuguese site with no GMP cultivation capacity of its own. Aurora®’s European medical revenue has grown from C$41.0m in fiscal 2024 to C$131.8m in fiscal 2026, an 80% compound annual rate.
During its Q2 2026 earnings call on August 5, six days before announcing its bid intention, Curaleaf’s management team told analysts that only ‘about 20%’ of the supply in its international arm comes from its own facilities, adding that supply chain was ‘one of our biggest issues right now’. Curaleaf said it intended to increase this to around 50% to 75% within six to 12 months by working with other growers such as Cannara Biotech and Village Farms.
Aurora®, meanwhile, says 72% of its international supply is cultivated and EU-GMP certified internally. By acquiring Aurora®’s supply chain, Curaleaf could likely reach these targets with ease.
Curaleaf’s bid remains open until at least December 01, 2026, and Aurora® is reportedly now exploring alternative offers from unnamed third parties.
The post Curaleaf & Aurora’s Takeover Battle: Votes, Valuations and Vitriol appeared first on Business of Cannabis.
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Since we last reported on the unsolicited takeover bid, the first ‘hostile’ M&A effort in the sector since 2019, Aurora®’s board voted unanimously to reject Curaleaf’s takeover offer on September 2, seeing Curaleaf hit back the same day.
In the three weeks since the Curaleaf announced its intentions to acquire Aurora®, both have seen senior members air their grievances on social media, each levelling accusations against the other’s conduct and calculations.
From private meeting to social media
According to a circular sent to Aurora’s shareholders following the board’s unanimous rejection of the offer, the process began weeks before Curaleaf’s public statement of intent was published on August 11, 2026.
Miguel Martin, Aurora®’s Executive Chairman and Chief Executive Officer, and Boris Jordan, Curaleaf’s Chairman and Chief Executive Officer, reportedly held a first virtual meeting on June 22.
Jordan followed up the next day with an unpriced letter requesting 30 days of exclusivity, which Aurora®’s board declined because it contained no indication of value.
On July 7, Curaleaf came back with a non-binding proposal of approximately US$4.00 a share and a five-business-day ultimatum. Aurora®’s board rejected that too on July 10, though it left the door open to further talks, and correspondence between Jordan and Aurora®’s Lead Independent Director, Michael Singer, continued through July.
Curaleaf went public on August 11, adding a US$5.00 cap to the offer that hadn’t featured in the July proposal, and formally commenced the bid on August 18.
Aurora® hastily convened a Special Committee of independent directors the same day the intention was announced, retained Fort Capital as financial advisor and Torys LLP as independent legal counsel, and spent the following three weeks building its case before the board’s unanimous rejection on September 1.
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Along the way, the back and forth has become increasingly public and, in some cases, personal. In an interview with Business Insider, Jordan questioned Martin’s motives for resisting a deal.
“The guy’s got a very good job. Why would Miguel want to lose that position?” Jordan questioned.
Representatives from both sides have taken the dispute to social media. On September 2, Aurora’s corporate LinkedIn page, followed by more than 118,000 people, posted the board’s rejection directly.
Martin said: “This transaction would be harmful to Aurora® shareholders as the hostile bid is inadequate. Curaleaf has over $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside.
Juan Martínez, Chief Executive Officer of Curaleaf International, published an open letter addressed ‘to everyone at Aurora®’ on LinkedIn just a day later.
Martínez writes about his own family’s experience with medical cannabis, Curaleaf International’s growth from under US$15m to more than US$50m in quarterly revenue (up 26% year-on-year) under his tenure, and what he calls a record of leaving acquired teams in place.
“The founder of our UK clinic runs our UK clinic,” he wrote. “We don’t fly someone in from the head office.”
He invited Aurora® employees to email him directly, while asking them not to send him anything about Aurora®’s business that isn’t already public.
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A battle of numbers
Those numbers are now the centre of the fight. Aurora®’s financial advisor, Fort Capital, delivered a written opinion on September 1 that the consideration on offer was underpriced.
Aurora®’s own analysis, set out in detail in its Directors’ Circular, argues the bid sits 63% below where Aurora®’s Canadian licensed-producer peer group trades on 2026 estimated revenue and 23% below on 2026 estimated EBITDA, once a 35% change-of-control premium (the historical Canadian median) is applied.
Judging the offer on recent Canadian cannabis transactions, Aurora® estimates that the average offer is around 1.8 times the average revenue multiple, which would imply a value of US$7.03 a share, 76% above the bid’s US$4.00 base and 41% above its US$5.00 cap.
A research note from TD Cowen’s Derek Lessard, cited in Aurora®’s circular, argues that ‘a hypothetical takeover of US$4.00-US$5.00 undervalues the long-term potential of Aurora®’s business,’ and separately rejects Curaleaf’s marketing claims that its offer represents a ‘110% premium excluding cash’ was misleading.
“ Aurora®’s cash is already reflected in its share price. An ex-cash approach overstates the effective premium,” it said.
Both sides have also traded blows over historical value destruction. Curaleaf points to Aurora®’s C$4.67bn in cumulative impairments as proof of mismanagement.
In response, Aurora® countered that 98% of these impairments were booked before September 2020, under a different management team. Since then, Aurora®’s impairments have totalled C$85m against Curaleaf’s C$204m, and its net losses of C$181m compare with Curaleaf’s C$1,009m, over the same three years, 2023 to 2025. Curaleaf itself has never reported an annual profit.
Shareholder control
Beyond the price on offer, the dispute has focused on what the future would hold for an integrated Aurora® under Curaleaf’s umbrella.
Jordan holds an 18% economic interest in Curaleaf but controls 69% of its votes through multi-voting shares. Those shares were due to convert automatically to ordinary voting shares if Curaleaf ever secured a US stock exchange listing, a standard ‘sunset trigger’ built to limit founder control once a company matures.
In June 2026, Curaleaf’s board put a motion to shareholders eliminating that trigger, with only one director dissenting. The results of its 2026 shareholders meeting put approval at 79.66% of independent subordinate-voting shareholders, excluding Jordan’s own holdings. Jordan’s control is now unbound by any future US listing, which Curaleaf has stated it is pursuing.
Should the takeover go ahead, Aurora® argues this dynamic would diminish the control of its current shareholders. Aurora® shareholders would hold approximately 7.7% of the combined company’s equity but only 3.2% of its votes.
Business 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 […]
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Curaleaf has also suggested that a combined entity would offer superior liquidity, but Aurora® disputes this framing, citing recent trading value statistics. Over the twelve months to August 2026, Aurora®’s average daily trading value was C$11.8m against Curaleaf’s C$8.8m, and Aurora® shareholders turned over roughly 56% of the free float compared with 3.2% for Curaleaf’s.
Beyond valuation, Aurora®’s circular also challenges the way in which Curaleaf has approached the process, publishing a list of what it calls structural defects. Canadian securities law requires a hostile bid to stay open for a minimum of 105 full days, and Aurora® argues Curaleaf’s stated expiry of 5:00pm Mountain Time on December 1 falls short of that threshold, and the bid would need to be extended before any shares could be taken up.
Additionally, Aurora® also alleges Curaleaf never published the French-language newspaper notice Quebec securities law requires alongside an English one, meaning the bid ‘was not properly commenced’.
Separately, Curaleaf has not offered Canadian shareholders a Section 85(1) tax-deferral election, so tendering would trigger an immediate capital-gains tax bill, and Curaleaf’s own shareholder-approved move from British Columbia to Delaware in June changes the Canadian tax treatment of future dividends in ways Aurora® says the circular does not disclose.
Shareholders in 29 US states, Aurora® adds, would not receive Curaleaf shares under the bid’s current structure at all, only the cash proceeds of a forced sale on the Toronto Stock Exchange, net of commissions and currency conversion. Curaleaf has not yet responded publicly to these specific legal gripes.
The scramble for Europe continues
As we reported when the bid became official, the motivations behind the acquisition can be framed through the lens of European dominance, with the newly combined entity set to rank among the largest players in nearly all of the continent’s growth markets.
Aurora®’s already entrenched position in Europe was expanded further late last month. On August 19, it acquired Internode Pharma and HAP Pharma for £2.1m, adding a wholesale import licence and pharmacy route to patients in the UK.
It now operates four EU-GMP-certified cultivation facilities totalling 353,400 square feet, versus one small Curaleaf-owned Portuguese site with no GMP cultivation capacity of its own. Aurora®’s European medical revenue has grown from C$41.0m in fiscal 2024 to C$131.8m in fiscal 2026, an 80% compound annual rate.
During its Q2 2026 earnings call on August 5, six days before announcing its bid intention, Curaleaf’s management team told analysts that only ‘about 20%’ of the supply in its international arm comes from its own facilities, adding that supply chain was ‘one of our biggest issues right now’. Curaleaf said it intended to increase this to around 50% to 75% within six to 12 months by working with other growers such as Cannara Biotech and Village Farms.
Aurora®, meanwhile, says 72% of its international supply is cultivated and EU-GMP certified internally. By acquiring Aurora®’s supply chain, Curaleaf could likely reach these targets with ease.
Curaleaf’s bid remains open until at least December 01, 2026, and Aurora® is reportedly now exploring alternative offers from unnamed third parties.
The post Curaleaf & Aurora’s Takeover Battle: Votes, Valuations and Vitriol appeared first on Business of Cannabis.
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