13:05:29 EDT Wed 02 Sep 2026
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Aurora Cannabis Inc (3)
Symbol ACB
Shares Issued 64,841,502
Close 2026-09-01 C$ 5.60
Market Cap C$ 363,112,411
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Aurora Cannabis urges holders to reject Curaleaf bid

2026-09-02 12:04 ET - News Release

Ms. Michelle Lefler reports

AURORA CANNABIS URGES SHAREHOLDERS TO REJECT CURALEAF'S HOSTILE BID, WARNING THAT IT IS INADEQUATE, UNDERVALUES AURORA AND PUTS SHAREHOLDER VALUE AND FUTURE UPSIDE AT RISK

Aurora Cannabis Inc. today urged shareholders to reject the unsolicited takeover bid (hostile bid) from Curaleaf Holdings Inc., warning that the hostile bid would put Aurora shareholders' value and future upside at risk. Following a comprehensive review by Aurora's board of directors, on the unanimous recommendation of a special committee comprising independent directors (the special committee), and after receiving external advice from financial and legal advisers, the board unanimously concluded that the hostile bid is not in the best interests of Aurora or Aurora shareholders.

  • Curaleaf's hostile and opportunistic bid significantly undervalues Aurora, and aims to capture Aurora's assets at a discount.
  • Aurora is debt-free and holds $149-million in cash, Curaleaf carries over $1-billion in debt, Aurora shareholders' own cash should not be used to help fix Curaleaf's balance sheet.
  • The hostile bid exposes Aurora shareholders to significant risks not fairly disclosed and could meaningfully weaken shareholder rights.
  • Aurora's transformation into a global, high-margin medical cannabis leader is delivering results, and the board believes significant value creation lies ahead.
  • Aurora files directors' circular unanimously recommending shareholders reject Curaleaf's hostile bid by taking no action and not tendering their shares.
  • To keep current with and obtain information about the hostile bid, please visit the Protect Aurora website.

The board unanimously recommends that Aurora shareholders reject the hostile bid by taking no action and not tendering their shares.

The board unanimously recommends that any Aurora shareholders who have tendered their shares to the hostile bid withdraw those shares.

"This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate," said Miguel Martin, executive chairman and chief executive officer of Aurora. "Curaleaf has over a $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, that does not reflect Aurora's fundamental value, exposes shareholders to Curaleaf's risks and would leave shareholders with limited voting influence in a combined company.

"Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake," added Mr. Martin. "Curaleaf is attempting to use Aurora shareholders' own cash to help finance this bid, acquire Aurora's assets at a discount and shift material risks onto our shareholders. The board strongly and unanimously recommends that shareholders reject the offer, by taking no action and do not tender their shares. Aurora has been built for the long term and staying with our company is the right decision."

Following the announcement of the hostile bid, independent equity research analysts shared their view that the hostile bid undervalues Aurora, including:

"We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise or long-term growth potential." TD Securities Inc. -- Canada, August, 2026.

Why the hostile bid is harmful to Aurora shareholders

  • The hostile bid is inadequate and significantly undervalues Aurora. The hostile bid values Aurora at a significant discount compared with other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of the company's business. Curaleaf's stated premium is based on a calculation that Aurora believes makes the hostile bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The special committee and the board received a written opinion from their financial adviser dated Sept. 1, 2026, the full text of which is included in the circular.
  • Curaleaf has over $1-billion in debt and would gain control of Aurora shareholders' cash without paying fairly. Aurora is debt-free and has approximately $149-million in cash -- cash that belongs to its shareholders. Under the hostile bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf's hostile bid is proposing to use Aurora shareholders' own cash to help fix their balance sheet and acquire Aurora's assets at a discount.
  • The hostile bid shifts Curaleaf's risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf's share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting United States-based Aurora shareholders.
  • Curaleaf has not fairly disclosed the full downside that shareholders would assume. The hostile bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf's messaging focuses on headline premiums that do not reflect the value of Aurora's cash, or the underlying value to be generated by the company's proven strategy and future growth opportunities.
  • Your shareholder rights could be meaningfully weakened. Under Curaleaf's ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multivoting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7 per cent of the combined company but hold only approximately 3.2 per cent of the votes, leaving them with limited influence over the company they would partly own.
  • The opportunistic hostile bid aims to capture Aurora's assets at a discount. Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP (European Union good manufacturing practice) manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf's shareholders at the expense of Aurora's shareholders.
  • Aurora has a stronger path forward and significant value creation ahead. Aurora's board and management team continue to execute the company's strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf.

Aurora's stand-alone plan offers superior value

Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, pro-actively expanding EU-GMP cultivation and manufacturing capacity, and developing an international growth platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the board believes the greatest value from this transformation still lies ahead.

  • A valuable and effective global platform: Aurora has one of the world's largest indoor EU-GMP manufacturing networks, with the regulatory expertise and international footprint that have taken years to build. As EU-GMP standards tighten and global patient demand grows, companies that grow their own EU-GMP supply will hold the advantage. Aurora is strategically positioned to capitalize and maximize on the growing profitable global cannabis opportunities.
  • A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to continue investing in high-margin growth, including its recently announced accretive acquisitions expanding its United Kingdom medical cannabis presence.
  • A clear path forward: The board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue building long-term shareholder value, including potential alternatives to the hostile bid.

For further detailed reasons for rejection of the hostile bid, please refer to the company's directors' circular that can be accessed on Aurora's website, or as filed on SEDAR+ and EDGAR.

Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors promptly for assistance.

Shareholders with questions about the hostile bid or who would like to receive continuing updates may contact Kingsdale Advisors, Aurora's strategic adviser and information agent.

Kingsdale Advisors

  • Toll-free (within North America): 1-800-749-9052;
  • Call or text: 416-623-4172;
  • E-mail: contactus@kingsdaleadvisers.com.

About Aurora Cannabis Inc.

Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia and New Zealand with a portfolio of trusted, leading brands including Aurora, MedReleaf, Pedanios, IndiMed, San Raf and Whistler Medical Marijuana Corp. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis.

We seek Safe Harbor.

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