Curaleaf Holdings Inc. has issued a new response in its ongoing takeover battle with Aurora Cannabis Inc., challenging Aurora’s arguments against the proposed acquisition and again making its case directly to shareholders.
On September 8, Curaleaf released a fact sheet addressing claims Aurora has made about the US$4.00-per-share takeover offer, Aurora’s standalone prospects and the risks of becoming shareholders in a combined company.
The latest communication shifts the focus back to Aurora’s historical shareholder returns, cash flow, equity issuance and fiscal 2027 outlook. Curaleaf also defended its own valuation, debt levels and exposure to the U.S. cannabis industry.
The increasingly public dispute highlights the fundamental choice behind the takeover battle: accept the premium Curaleaf offered or remain invested in Aurora and its international medical cannabis strategy.
How the Curaleaf-Aurora Takeover Battle Got Here
The dispute began publicly in August after Curaleaf pursued an acquisition of Aurora following private approaches earlier in the summer.
Curaleaf formally launched its unsolicited takeover bid on August 18. The offer provides Aurora investors with 0.3463 Curaleaf subordinate voting shares and US$0.75 in cash for each Aurora share, producing an implied value of US$4.00 based on Curaleaf’s August 10 closing price. Curaleaf presented that valuation as a 45% premium to Aurora’s unaffected 30-day volume-weighted average share price.
Aurora subsequently advised its shareholders to take no action while its board and a Special Committee of independent directors considered the proposal.
The disagreement intensified on August 24 when Aurora challenged Curaleaf’s portrayal of its operations and financial performance. Aurora defended its international strategy, pointing to 17% year-over-year international net revenue growth in fiscal Q1 2027 and continued growth in Germany, while also emphasizing its positions in the UK and Poland.
Aurora has argued that Curaleaf is attempting to acquire its EU-GMP manufacturing infrastructure and international medical cannabis operations at a price that fails to capture their long-term potential.
Curaleaf is now directly challenging that defense, arguing that shareholders should compare the value of its premium offer with Aurora’s record and standalone outlook.
Curaleaf Questions Aurora’s Standalone Value Case
A central part of Curaleaf’s latest argument concerns Aurora’s valuation and whether its management can deliver greater shareholder value independently.
Curaleaf reiterated that its offer represents a 45% premium to Aurora’s unaffected share price and said the premium rises to 110% when it excludes cash on Aurora’s balance sheet.
It also pointed to Aurora’s continued use of its at-the-market equity program. Curaleaf claims Aurora has issued shares at prices below the value implied by its takeover proposal and has accelerated those issuances since announcing the bid.
That argument puts dilution at the center of Curaleaf’s latest appeal to ACB shareholders.
According to Curaleaf, Aurora has raised more than US$400 million through equity issuances since September 2020. It contrasts this approach with its own use of debt, arguing that Aurora’s relatively debt-free balance sheet has come at the expense of dilution for existing shareholders.
Curaleaf Targets Aurora’s Financial Track Record
Curaleaf is also pushing back against Aurora’s use of its recent financial results as evidence that its turnaround is working.
Aurora previously highlighted record global medical cannabis revenue and adjusted EBITDA results in fiscal 2026, alongside three consecutive years of positive adjusted EBITDA.
Curaleaf’s latest response instead asks investors to focus on Aurora’s longer-term financial history and its outlook for fiscal 2027.
According to Curaleaf, Aurora has recorded approximately C$5 billion in impairments and around C$130 million in business transformation costs during its multiyear restructuring. Curaleaf also calculates that Aurora has generated more than C$480 million in negative operating cash flow since fiscal 2021, while Curaleaf generated C$447 million in positive operating cash flow over the comparable period cited in its fact sheet.
Curaleaf further points to Aurora’s own fiscal 2027 guidance, which it says anticipates revenue declining to approximately fiscal 2025 levels and adjusted EBITDA coming in below the previous year.
These figures form the core of Curaleaf’s counterargument to Aurora’s claim that its recent results demonstrate growing momentum.
Curaleaf Defends the Stock Component of Its Offer
The value of Curaleaf shares is particularly important because most of the consideration offered to Aurora investors would come in stock rather than cash.
Curaleaf’s latest fact sheet responds to Aurora’s concerns over both the valuation of those shares and the financial position of the combined business.
Curaleaf argues that its valuation reflects its scale, profitability and cash flow generation. It also cites Aurora’s financial advisor in support of using Curaleaf’s market price as an indicator of the underlying value of the shares offered in the transaction.
The company similarly defended the approximately 19% cash component of the US$4.00 offer, saying that the structure allows Aurora investors to receive some immediate cash while retaining equity exposure to the combined company.
That structure makes future CURA share performance an important consideration for ACB investors evaluating the bid.
Curaleaf Pushes Back on Governance and U.S. Exposure Concerns
Curaleaf also addressed Aurora’s concerns about what its shareholders would own following a successful takeover.
Aurora shareholders would hold a minority position in the combined business. Curaleaf argues this reflects the relative size of the two companies, noting that its market capitalization before the offer was more than 13 times Aurora’s.
Curaleaf also highlighted insider ownership as evidence of alignment between its management and shareholders, claiming insiders hold an economic interest of approximately 20%, compared with around 1% at Aurora.
Another point of contention is Curaleaf’s exposure to the United States, where cannabis remains subject to federal restrictions.
Curaleaf portrays that exposure as a potential advantage rather than a liability. It said approximately 60% of its U.S. business is medical and argued that further federal reform could eventually provide benefits including lower cash taxes, greater access to institutional capital, reduced financing costs, and the possibility of listing on a major U.S. exchange. These remain prospective benefits dependent on future regulatory developments.
What Curaleaf’s Latest Response Means for ACB Stock
Curaleaf’s September 8 communication doesn’t alter the takeover consideration, but it sharpens the financial arguments shareholders must weigh when deciding whether the offer represents better value than Aurora remaining independent.
Aurora’s defense has focused heavily on recent improvements in its medical cannabis business, its European growth opportunities and the strategic value of its EU-GMP infrastructure. Curaleaf is attempting to shift investor attention toward Aurora’s longer-term shareholder returns, historical cash consumption, dilution and expectations for fiscal 2027.
For ACB investors, dilution is now an especially prominent part of the debate. Curaleaf is effectively questioning why Aurora should continue issuing stock below the implied takeover price if management believes the company is worth substantially more.
The stock component of the transaction creates another layer of uncertainty. Accepting the bid would leave Aurora shareholders exposed to Curaleaf’s future performance, including both its larger cannabis platform and the risks and opportunities associated with its U.S. operations.
Curaleaf’s US$5.00 cap remains another point of contention. Curaleaf argues that the cap itself represents a substantial premium and says Aurora’s board could shorten the statutory bid period and negotiate the transaction if the structure is the primary concern.
Ultimately, Curaleaf’s latest response reinforces how far apart the two sides remain on Aurora’s value. Aurora is asking investors to consider the future potential of its international medical cannabis strategy, while Curaleaf is asking them to judge that potential against the company’s historical financial and stock performance.
With the takeover still unresolved, ACB shares remain tied not only to Aurora’s operating results but also to how investors assess the competing valuation cases the two cannabis companies are presenting.
Rita Ferreira
Rita is a seasoned writer with over five years of experience, having worked with globally renowned platforms, including Forbes and Miister CBD. Her deep knowledge of hemp-related businesses and passion for delivering accurate and concise information distinguish her in the industry. Rita's contributions empower individuals and companies to navigate the complexities of the cannabis world, and her work remains a valuable resource for those seeking a deeper understanding of its potential.
