Aurora Cannabis Inc. urged shareholders to reject an unsolicited takeover proposal from Curaleaf Holdings Inc., stating the offer undervalued the company and failed to reflect its financial position and growth prospects.
The board of directors, acting on a unanimous recommendation from a special committee of independent directors and external advisors, said Curaleaf’s bid did not represent fair value for Aurora shareholders. Aurora’s board emphasized that its $149 million in cash and restricted cash as of June 30, along with zero debt, provided a stronger foundation than the bid implied.
Under the proposed terms, Aurora shareholders would hold approximately 7.7% of the combined entity based on the exchange ratio, with voting rights limited to roughly 3.2% due to Curaleaf’s multi-voting share structure. Aurora’s board argued that this disparity would significantly dilute shareholder influence and upside potential.
Financial advisor TD Securities Inc. supported the board’s stance, stating the bid failed to account for Aurora’s leadership in medical cannabis, international operations, and long-term growth strategy. The board also highlighted Curaleaf’s $1 billion in debt and lease liabilities as a contrast to Aurora’s debt-free balance sheet.
Aurora’s Executive Chairman and CEO Miguel Martin said the bid did not reflect fair value for shareholders, warning that accepting it would risk future upside. The company instructed shareholders not to tender shares and advised those who had already done so to withdraw their tenders via their broker or Kingsdale Advisors.
Aurora filed a directors’ circular on September 2, 2026, outlining its opposition to the bid, which was first proposed in August. Both companies had filed financial statements on August 5, 2026, providing the latest available financial data for the review.
