Aurora Cannabis (TSX: ACB) has escalated its defense against Curaleaf Holdings (TSX: CURA), arguing that the fight over the hostile takeover should center not only on Curaleaf’s stated US$4.00-per-share valuation, but on the European medical cannabis assets and future growth that would be transferred under an offer carrying a US$5.00 ceiling.
Aurora on Wednesday urged shareholders to take no action while its special committee reviews the formal bid. CEO Miguel Martin went further, accusing Curaleaf of seeking Aurora’s EU-GMP facilities and medical cannabis platform “at the lowest price possible.”
Curaleaf formally launched its offer Tuesday, proposing 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash for every Aurora share. Using Curaleaf’s August 10 closing price, the company calculated the consideration at about US$4.00 per Aurora share, a 45% premium to Aurora’s 30-day VWAP of US$2.75.
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But the consideration cannot exceed US$5.00 per Aurora share. If Curaleaf’s 20-day VWAP rises above $17.05 by the applicable calculation date, the number of Curaleaf shares delivered to Aurora investors would be reduced to keep the total value at the cap.
Aurora highlighted that provision again Wednesday, noting that its shares traded above US$5.00 as recently as December 18, 2025.
Curaleaf, meanwhile, argues its proposal already compensates Aurora shareholders at an attractive valuation. It says the offer represents a 110% premium on an ex-cash basis and implies a 2026 estimated adjusted EBITDA multiple of 12.0 times, compared with a 7.1-times average among Canadian peers based on analyst consensus estimates cited by Curaleaf.
What happened behind closed doors
Curaleaf has said it went directly to shareholders after Aurora repeatedly declined meaningful engagement and denied it access to due diligence. Aurora now says that account omits continuing discussions between the companies.
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According to Aurora, dialogue began June 22 and continued as recently as August 12. Aurora previously disclosed receiving Curaleaf letters dated June 23 and July 7. Only the July letter contained proposed financial terms, and Aurora said that proposal did not specify how the consideration would be divided between cash and shares.
The strategic argument is increasingly focused on Aurora’s international business. Aurora reported $43.3 million in international medical cannabis net revenue for its fiscal first quarter, up 17% from $37.1 million a year earlier, with the increase primarily driven by Germany. Its recently acquired Safari Flower Company also added a 59,000-square-foot EU-GMP-certified cultivation and manufacturing facility as Aurora expands capacity for international markets.
Those gains sit alongside weaker consolidated results. Total net revenue fell 9% year over year to $67.6 million, adjusted EBITDA dropped to $3.4 million from $10.8 million, and free cash flow swung to an outflow of $5.8 million from an inflow of $6.8 million.
Aurora ended the quarter with $149.1 million of cash, cash equivalents, and short-term investments and said it had no debt.
Curaleaf says a combination would produce more than US$1.5 billion in trailing revenue, nearly US$350 million of adjusted EBITDA, and at least US$40 million in annual cost synergies.
The offer remains open until December 1 unless extended, varied, or withdrawn. Aurora said its board will issue a formal recommendation through a directors’ circular within 15 days of the bid, after its independent special committee completes its review.
Curaleaf Holdings last traded at $12.80, while Aurora Cannabis last traded at $5.10 on the TSX.
