19:13:25 EDT Mon 19 Oct 2026
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Aurora Cannabis Inc (3)
Symbol ACB
Shares Issued 65,724,494
Close 2026-10-19 C$ 5.58
Market Cap C$ 366,742,677
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Curaleaf disputes Aurora's rejection of its bid

2026-10-19 16:38 ET - News Release

See News Release (C-CURA) Curaleaf Holdings Inc (2)

Mr. Boris Jordan reports

CURALEAF CHALLENGES AURORA'S UNILATERAL REJECTION OF ITS ENHANCED PROPOSAL

Curaleaf Holdings Inc. today responded to Aurora Cannabis Inc.'s notice of change to its directors' circular, dated Oct. 14, 2026, in which Aurora's board again recommended that shareholders reject Curaleaf's enhanced proposal.

"Aurora's board has a fiduciary duty to shareholders, which requires it not to take illogical steps to keep the highest bidder out of the room. The board has locked out Curaleaf while granting diligence access to unnamed parties and cites selective sources to support its agenda. None of that reflects a board acting in the company's or shareholders' best interests. Shareholders deserve the facts, and the facts favour engagement, not obstruction," said Boris Jordan, chairman of the board and chief executive officer of Curaleaf.

The real facts behind Aurora's key claims

Myth: "Aurora's process is designed to deliver the best outcome for shareholders."

Fact: Aurora is giving others the keys while locking Curaleaf out of the building.

  • Curaleaf -- The only bidder with a binding offer for Aurora and real money on the table -- continues to be denied diligence access despite repeated outreach and requests. Meanwhile, Aurora's notice of change discloses that it "has entered into confidentiality and standstill agreements with a number of parties who have been examining confidential financial, operating and other relevant information relating to Aurora."
  • These are not the actions of a company that is serious about maximizing value for shareholders. Independent analysts agree. As Seaport Research Partners wrote on Oct. 15: "We also question why ACB is willing to provide other potential buyers access to due diligence while refusing to engage with CURLF, particularly if its goal is to maximize shareholder value."

Myth: "The revised hostile bid remains inadequate and significantly undervalues Aurora."

Fact: Curaleaf's enhanced offer represents an 86-per-cent premium to Aurora's unaffected 30-day volume-weighted average share price -- and an even higher premium when you factor in Aurora's cash and equivalents, as Aurora continues to point out.

  • Cash is ascribed value on a dollar-for-dollar basis. Investors do not pay a premium on cash -- it does not make economic sense, which is why the ex-cash premium is relevant. The enhanced offer represents an astonishing 217-per-cent premium on an ex-cash basis.

Fact: Aurora sold shares under its ATM program, without any price limit and sold for prices as low as $2.60 per share in July, 2026.

  • How can Aurora argue the enhanced offer is too low, while they accelerated their ATM issuances and dilution at prices as low as $2.60?
  • Aurora value is appropriate for the board to sell at $2.60, but not at $5.00, a 92-per-cent premium to that level?
  • The Aurora rhetoric does not match the facts. ATB Capital Markets wrote on Oct. 6: "We believe the revised bid is favourable for Aurora shareholders and offers more than the fair value of Aurora as a stand alone."

Myth: "...Curaleaf shares [are] at an inflated valuation."

Fact: The implied Aurora transaction multiple of 14.3 times 2026 adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is higher than Curaleaf's multiple of 13.7 times (international financial reporting standards).

  • Aurora argues the enhanced offer is undervalued and Curaleaf's shares are overvalued, yet the implied multiple for Aurora is higher than Curaleaf's multiple.
  • Also, Aurora's own financial adviser disagrees with Aurora -- They conclude in their opinion that the trading price of Curaleaf shares can be reasonably regarded as a proxy for their underlying value.
  • Too high for Curaleaf, but not high enough for Aurora -- Again, the Aurora rhetoric does not match the facts.

Myth: "Curaleaf continues to propose to use Aurora shareholders' own cash to acquire control of Aurora without paying fairly."

Fact: That is not how acquisitions work.

  • Once a transaction closes, cash on the target balance sheet belongs to the combined company. The only relevant question is whether shareholders are receiving fair value for their shares today, which includes the corresponding cash on the balance sheet.
  • The ex-cash premium of 217-per-cent premium is completely contrary to Aurora's assertions of "not paying fairly" -- the premium represents one of the highest premiums in Canada in the last 10 years.
  • By Aurora's own logic, any acquirer of a company holding cash on its balance sheet would be "funding" the deal with the target's own money -- a standard that would apply to virtually every cash transaction ever done.

Myth: "The hostile bid remains opportunistic."

Fact: Continued, erroneous focus on historical results.

  • Aurora continues to focus on what its business was, ignoring its two most recent quarterly results, where adjusted EBITDA declined 63 per cent from the previous two quarters.
  • Aurora attributes the decline to the "industry-wide headwind" of Canadian medical reimbursement rates, not "any lasting deterioration in Aurora's business." But that reimbursement change only affected its most recent quarter -- it does not explain the decline across both of the last two quarters. That is exactly what it is -- a permanent reduction and deterioration in the revenue and profitability of the business going forward.

Fact: Opportunism cuts both ways.

  • Aurora's special committee is actively soliciting third party bidders under the exact same market conditions it says make Curaleaf's offer opportunistic. Shareholders should ask why interest from other parties is framed as value-creating while Curaleaf's is dismissed as opportunistic.

Myth: "The hostile bid remains subject to inappropriate conditionality."

Fact: Curaleaf's bid is subject to market standard conditions.

Further, if conditions are the concern, Aurora knows how to fix it: engagement.

  • Conditions are a function of negotiation, and Aurora has not engaged with Curaleaf on deal terms at any point in this process.

Myth: "Curaleaf has not adequately supported its estimated synergies."

Fact: Aurora wants it both ways -- deny access to diligence information, but then demand more disclosure.

  • Aurora argues that Curaleaf's "lack of access to Aurora's confidential information is a risk it assumed when it chose to launch its hostile bid" and that this "does not relieve it of its disclosure obligations in respect of a figure it has made central to the hostile bid."
  • Yet Aurora has already granted diligence access to other parties. If disclosure is truly "material" to shareholders, Aurora should extend Curaleaf the same access to substantiate, refine or even increase its synergy estimate.
  • Insisting on full disclosure while keeping the only public bidder with a binding offer out of the data room is not a credibility argument. It is a process choice Aurora's board is making unilaterally, contrary to its stated objectives of maximizing shareholder value.

Myth: "The updated Fort Capital opinion confirms the offer is inadequate."

Fact: Shareholders should know how Aurora's financial adviser is paid.

  • By its own disclosure, Fort Capital will receive advisory fees "which may be contingent on the company arriving at an alternative transaction, or circumstances where no transaction is completed at all."
  • Shareholders should weigh that disclosure carefully when assessing the opinion's independence, especially in light of Fort Capital not providing or disclosing any supporting analysis to Aurora shareholders of its stated conclusion.
  • In most deals, a special committee gets a second fairness opinion from a truly independent adviser -- Why has Aurora not done that?

Curaleaf remains ready to engage immediately in a constructive diligence process.

About Curaleaf Holdings Inc.

Curaleaf Holdings is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart and Anthem, provide industry-leading service, product selection, and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF.

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